References to the "Company," "RXR Acquisition Corp.," "RXR," "our," "us" or "we"
refer to RXR Acquisition Corp. The following discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the unaudited interim financial statements and the notes
thereto contained elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated in Delaware on January 5, 2021. We
were formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with
one or more businesses (the "Business Combination"). We are an emerging growth
company and, as such, we are subject to all of the risks associated with
emerging growth companies. Our sponsor is RXR Acquisition Sponsor LLC, a
Delaware limited liability company ("Sponsor").
The registration statement for our Initial Public Offering was declared
effective on March 3, 2021.
On March 8, 2021, we consummated our Initial Public Offering of 30,000,000 units
(the "Units" and, with respect to the shares of Class A common stock included in
the Units being offered, the "Public Shares"), at $10.00 per Unit, generating
gross proceeds of $300.0 million, and incurring offering costs of approximately
$17.1 million, of which $10.5 million was for deferred underwriting commissions.
We granted the underwriter a
45-day
option to purchase up to an additional 4,500,000 Units at the Initial Public
Offering price to cover over-allotments, if any. The underwriters exercised the
over-allotment option in full on March 16, 2021, purchasing an additional
4,500,000 Units (the "Over-Allotment Units"), generating gross proceeds of
$45.0 million. We incurred additional offering costs of approximately
$2.5 million, of which approximately $1.6 million was for deferred underwriting
commissions.
Each Unit consists of one share of Class A common stock and
one-fifth
of one redeemable warrant (each redeemable warrant, a "Public Warrant"). Each
Public Warrant entitles the holder to purchase one share of Class A common stock
at a price of $11.50 per share, subject to adjustment. Such shares of Class A
common stock and Public Warrants may trade as separate financial instruments.
Simultaneous with the closing of the Initial Public Offering, we consummated the
private placement ("Private Placement") of 5,333,333 warrants (each, a "Private
Placement Warrant" and collectively, the "Private Placement Warrants") at a
price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds
of $8.0 million. Simultaneous with the closing of the sale of Over-Allotment
Units, we consummated the second closing of the Private Placement, resulting in
the purchase of an aggregate of an additional 600,000 Private Placement Warrants
by our Sponsor, generating gross proceeds to the Company of approximately
$900,000.
Upon the closing of the Initial Public Offering, the sale of Over-Allotment
Units and the Private Placement, $345.0 million ($10.00 per Unit) of net
proceeds of the Initial Public Offering, the Sale of Over-Allotment Units and
the Private Placement were placed in a trust account ("Trust Account") located
in the United States with Continental Stock Transfer & Trust Company acting as
trustee, and invested only in U.S. "government securities," within the

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meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), having a maturity of 185 days or less or
in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act, which invest only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of
the Trust Account as described below.
Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of Private
Placement Warrants, although substantially all of the net proceeds are intended
to be applied generally toward consummating a Business Combination. There is no
assurance that we will be able to complete a Business Combination successfully.
We must complete one or more initial Business Combinations having an aggregate
fair market value of at least 80% of the net assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the income
earned on the Trust Account) at the time of the agreement to enter into the
initial Business Combination. However, we only intend to complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the
issued and outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be required to
register as an investment company under the Investment Company Act.
If we are unable to complete a Business Combination within 24 months from the
closing of the Initial Public Offering, or March 8, 2023 (the "Combination
Period"), and our stockholders have not amended the Certificate of Incorporation
to extend such Combination Period, we will (1) cease all operations except for
the purpose of winding up; (2) as promptly as reasonably possible but not more
than 10 business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided
by the number of then issued and outstanding Public Shares, which redemption
will completely extinguish Public Stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any); and
(3) as promptly as reasonably possible following such redemption, subject to the
approval of the remaining stockholders and our board of directors, liquidate and
dissolve, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law.
Liquidity and Capital Resources
As of June 30, 2021, we had approximately $0.7 million in our operating bank
account, and working capital of approximately $1.1 million (not taking into
account franchise tax obligations of approximately $98,000 that may be paid
using investment income earned in the Trust Account)
Our liquidity needs prior to the consummation of the Initial Public Offering
were satisfied through the payment of $25,000 from our Sponsor to purchase
Founder Shares (as defined below), and loan proceeds from our Sponsor of
$150,000 under a promissory note. We repaid the promissory note in full on
March 8, 2021. Our liquidity has been satisfied through the net proceeds from
the consummation of the Initial Public Offering, the sale of Over-Allotment
Units and the Private Placement held outside of the Trust Account.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity to meet our needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business Combination.
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on our financial position, results
of our operations and/or search for a target company, the specific impact is not
readily determinable as of the date of the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

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Results of Operations
Our entire activity since inception up to June 30, 2021 was in preparation for
our formation and the Initial Public Offering. We will not be generating any
operating revenues until the closing and completion of our initial Business
Combination.
For the three months ended June 30, 2021, we had a net loss of approximately
$939,000, which consisted of a loss from operations of approximately $363,000
comprised of approximately $283,000 general and administrative expenses,
approximately $30,000 in general and administrative expenses to a related party
and approximately $49,000 of franchise tax expense, and a
non-operating
loss resulting from a change in fair value of derivative warrant liabilities of
$582,000, partially offset by approximately $6,000 of income from investments
held in the Trust Account.
For the period from January 5, 2021 (inception) through June 30, 2021, we had a
net loss of approximately $463,000, which consisted of a loss from operations of
approximately $490,000 comprised of approximately $353,000 general and
administrative expenses, approximately $39,000 in general and administrative
expenses to a related party and approximately $98,000 of franchise tax expense,
and a
non-operating
loss of approximately $424,000 for offering costs associated with derivative
warrant liabilities, partially offset by
non-operating
income resulting from a change in fair value of derivative warrant liabilities
of approximately $444,000 and approximately $7,000 of income from investments
held in the Trust Account.
Contractual Obligations
Administrative Services Agreement
Commencing on the date that our securities were first listed on Nasdaq through
the earlier of consummation of the initial Business Combination and our
liquidation, we agreed to pay an affiliate of the Sponsor a total of $10,000 per
month for office space, administrative and support services.
The Sponsor, officers and directors, or any of their respective affiliates, will
be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
Business Combinations. Our audit committee will review on a quarterly basis all
payments that were made to the Sponsor, our directors, our officers or any of
their affiliates.
The Company incurred approximately $30,000 and $39,000 in general and
administrative expenses in the accompanying unaudited statements of operations
for the three months ended June 30,2021 and for the period from January 5, 2021
(inception) through June 30, 2021, respectively.
Underwriting Agreement
We granted the underwriters a
45-day
option from the date of the final prospectus relating to the Initial Public
Offering to purchase up to 4,500,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price, less underwriting discounts and
commissions. The underwriters exercised the over-allotment option in full and on
March 16, 2021, purchasing an additional 4,500,000 Units.
The underwriters are entitled to an underwriting discount of $0.20 per Unit, or
$6.9 million in the aggregate, paid upon the closing of the Initial Public
Offering and sale of Over-Allotment Units. An additional fee of $0.35 per Unit,
or approximately $12.1 million in the aggregate will be payable to the
underwriters for deferred underwriting commissions. The deferred fee will become
payable to the underwriters from the amounts held in the Trust Account solely in
the event that we complete a Business Combination, subject to the terms of the
underwriting agreement.
Critical Accounting Policies
Derivative warrant liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to the
Financial Accounting Standards Board's ("FASB") Accounting Standards
Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity" ("ASC
480") and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The
classification of derivative instruments, including whether such instruments
should be accounted for as liabilities or as equity, is
re-assessed
at the end of each reporting period.

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We issued 6,900,000 Public Warrants to investors in our Initial Public Offering
and issued 5,933,333 Private Placement Warrants. All of our outstanding warrants
are recognized as derivative liabilities in accordance with ASC 815.
Accordingly, we recognize the warrant instruments as liabilities at fair value
and adjust the instruments to fair value at each reporting period. The
liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statements of operations. The initial fair value of the Public
Warrants and Private Placement Warrants were estimated using a Monte Carlo
simulation model. The fair value of the Public Warrants and Private Placement
Warrants have subsequently been measured based on the listed market price of
such warrants or inputs derived from Public Warrants.
Class A common shares subject to possible redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in ASC 480. Class A common stock subject to
mandatory redemption (if any) is classified as liability instruments and are
measured at fair value. Conditionally redeemable Class A common stock (including
Class A common stock that features redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within our control) are classified as temporary equity. At all
other times, Class A common stock is classified as stockholders' equity. Our
Class A common stock feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events.
Accordingly, as of June 30, 2021, 34,500,000 shares of Class A common stock
subject to possible redemption is presented at redemption value as temporary
equity, outside of the stockholders' equity section of our balance sheet.
Net Income (Loss) per Common Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share". Net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of common shares outstanding
during the period as calculated using the treasury stock method. At June 30,
2021, we had outstanding warrants to purchase up to 12,833,333 Class A common
shares. The weighted average of these shares was excluded from the calculation
of diluted net income (loss) per common share since the exercise of the warrants
is contingent upon the occurrence of future events. As a result, diluted net
income (loss) per common share is the same as basic net income (loss) per common
share for the three months ended June 30, 2021 and for the period from
January 5, 2021 (inception) through June 30, 2021.
We have two classes of common shares, Class A common shares and Class B common
shares. Earnings and losses are shared pro rata between the two classes of
common shares.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU")
No. 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current accounting principles generally
accepted in the United States of America. The ASU
2020-06
also removes certain settlement conditions that are required for equity-linked
contracts to qualify for the derivative scope exception, and it simplifies the
diluted earnings per share calculation in certain areas. We adopted ASU
2020-06
on January 5, 2021 (inception). Adoption of the ASU
2020-06
did not impact the Company's financial position, results of operations or cash
flows.
We do not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.

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Off-Balance
Sheet Arrangements
As of June 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial
statements (auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise
required under this item. As of June 30, 2021, we were not subject to any market
or interest rate risk. The net proceeds of the Initial Public Offering,
including amounts in the Trust Account, will be invested in U.S. government
securities with a maturity of 185 days or less or in money market funds that
meet certain conditions under Rule
2a-7
under the Investment Company Act, that invest only in direct U.S. government
treasury obligations. Due to the short-term nature of these investments, we
believe there will be no associated material exposure to interest rate risk.
We have not engaged in any hedging activities since our inception and we do not
expect to engage in any hedging activities with respect to the market risk to
which we are exposed.
Item 4.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our disclosure controls and procedures as of
the end of the fiscal quarter ended June 30, 2021, as such term is defined in
Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our principal executive
officer and principal financial officer has concluded that during the period
covered by this report, our disclosure controls and procedures were effective.
Disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended June 30, 2021 covered by this Quarterly
Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

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