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 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.


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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 Going Concern

As of March 31, 2022, we had approximately $14,000 in our operating bank account, and working capital of approximately $42,000 (not taking into account franchise tax obligations of $50,000 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. After closing the Initial Public Offering, our liquidity have 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. On February 18, 2022, the sponsor advanced $150,000 for working capital purposes.



In connection with the Company's assessment of going concern considerations in
accordance with the Financial Accounting Standards Board's ("FASB") Accounting
Standards Codification ("ASC") Topic
205-40,
"Presentation of Financial Statements-Going Concern," management has evaluated
the Company's liquidity and financial condition and determined that it may not
be sufficient to meet the Company's obligation over the period of twelve months
from the issuance date of the financial statements. The Company's sponsor has
agreed to provide support to enable the Company to continue its operations and
meet its potential obligations over a period of one year from the issuance date
of these financial statements. Management believes current working capital, and
the support from its Sponsor, provides sufficient capital to sustain operations
for a reasonable period of time, which is considered to be one year from the
issuance date of the financial statements and therefore substantial doubt has
been alleviated.

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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to March 31, 2022 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.


For the three months ended March 31, 2022, we had a net income of approximately
$2.9 million, which consisted of a
non-operating
gain resulting from a change in fair value of derivative warrant liabilities of
approximately $3.2 million and approximately $21,000 of income from investments
held in the Trust Account, partially offset by a loss from operations of
approximately $296,000 comprised of approximately $249,000 general and
administrative expenses, approximately $30,000 in general and administrative
expenses to a related party and approximately $17,000 of franchise tax expenses.

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For the period from January 5, 2021 (inception) through March 31, 2021, we had
net income of approximately $476,000, which consisted of a
non-operating
gain resulting from a change in fair value of derivative warrant liabilities of
approximately $1.0 million and approximately $1,000 of income from investments
held in the Trust Account, partially offset by a loss from operations of
approximately $127,000 comprised of approximately $70,000 general and
administrative expenses, approximately $9,000 in general and administrative
expenses to a related party and approximately $48,000 of franchise tax expense,
and a
non-operating
loss of approximately $424,000 for offering costs associated with derivative
warrant liabilities.

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 $9,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three months ended March 31, 2022 and for the period from January 5, 2021 (inception) through March 31, 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

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our condensed financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in our 2021 Annual Report on Form 10-K filed with the SEC on March 21, 2022. There have been no significant changes in the application of our critical accounting policies during the three months ended March 31, 2022.

Recent Accounting Pronouncements

See Note 2 to the unaudited condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.



Off-Balance
Sheet Arrangements

As of March 31, 2022, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

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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 condensed 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.

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