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.
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SOURCE RXR