RXR Acquisition Corp. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination

UNIONDALE, N.Y., Dec. 19, 2022 /PRNewswire/ -- RXR Acquisition Corp. (NASDAQ: RXRA) (the "Company") announced today 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, effective as of the close of business on December 20, 2022, 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.

Forward-Looking Statements
This press release 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.

SOURCE RXR