On March 3, 2021, the Company consummated its
initial public offering (the “IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one share
of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and one-fifth
of one warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole
share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds
to the Company of $300,000,000. On March 3, 2021, simultaneously with the consummation of the IPO, the Company completed the private
sale (the “Private Placement”) of 5,333,333 warrants (the “Private Placement Warrants”) at a purchase price
of $1.50 per Private Placement Warrant, to the Company’s sponsor, RXR Acquisition Sponsor LLC generating gross proceeds to
the Company of $8,000,000.
On March 16, 2021, the Company consummated the
closing of the Over-Allotment Option, pursuant to which the underwriters purchased an aggregate of 4,500,000 additional Units (the
“Over-Allotment Units”), which were sold at an offering price of $10.00 per Unit, generating gross proceeds to the
Company of $45,000,000. On March 16, 2021, in connection with the sale of Over-Allotment Units, the Company completed a private
sale of an additional 600,000 Private Placement Warrants to the Sponsor generating gross proceeds to the Company of $900,000.
A total of $345,000,000, comprised of $338,100,000
of the proceeds from the IPO, including $12,075,000 of the underwriters’ deferred discount, and $6,900,000 of the proceeds
from the Private Placement, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee.
The Company has provided an unaudited pro forma
balance sheet as of March 16, 2021, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the sale
of the Private Placement Warrants on March 16, 2021, which is included in Exhibit 99.2 to this Current Report on Form 8-K.