Recent developments include a regulatory noncompliance notice from the NYSE and the announcement of first quarter 2025 financial results by the related entity Rithm Capital Corp.

• Rithm Acquisition Corp. received a noncompliance notice from the New York Stock Exchange regarding minimum public stockholders as of January 30, 2026 [N1].
• Rithm Capital Corp. announced its first quarter 2025 results on April 25, 2025 [N2].

The company has accumulated a substantial Trust Account balance to pursue an initial business combination. Its governance structure and sponsor arrangements provide a framework for executing a transaction. The company has demonstrated financial discipline with low operating expenses and positive net income driven by interest income. The sponsor's ability to provide working capital loans and the company's compliance with regulatory requirements support its operational readiness.

The company has received a noncompliance notice from the NYSE regarding minimum public stockholders, which may affect its listing status or require remedial actions. The lack of an operating business and reliance on completing a business combination by a set deadline pose execution risks. Sponsor indemnification obligations may present contingent liabilities. The company’s liquidity outside the Trust Account is limited, and failure to complete a business combination by the deadline would lead to liquidation.

As a SPAC, Rithm Acquisition Corp.'s moat is primarily its capital pool held in trust and its ability to identify and complete a business combination. Its sponsor's rights to nominate board members and the indemnification agreements provide governance control. However, the company currently lacks an operating business or proprietary assets, limiting traditional competitive advantages until a business combination is completed.

• Noncompliance with NYSE Listing Requirements: The company received a noncompliance notice from the New York Stock Exchange regarding minimum public stockholders, which may impact its continued listing and require corrective measures.
• Execution Risk of Initial Business Combination: As a SPAC, the company must identify and complete a suitable business combination by a specified deadline or face liquidation, posing significant execution risk.
• Sponsor Indemnification Obligations: The sponsor has indemnification obligations related to the IPO and operations, but may lack sufficient assets to satisfy these obligations, creating potential contingent liabilities.
• Limited Operating History and Business Model Visibility: The company currently has no operating business or revenue, limiting visibility into its future business model and financial performance.
• Liquidity Constraints Outside Trust Account: The company has limited cash outside the Trust Account, which may constrain its ability to fund operations and transaction costs without sponsor loans.

• Rithm Acquisition Corp. is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands with executive offices in New York City.
• The company completed its initial public offering (IPO) on February 28, 2025, selling 23 million units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant.
• The company has Class A ordinary shares and Class B ordinary shares (Founder Shares) with 23,660,000 Class A shares and 5,750,000 Class B shares outstanding as of August 10, 2026.
• The company holds a significant amount of cash in a Trust Account, approximately $242.9 million as of June 30, 2026, which is restricted and intended to be used for an initial business combination or liquidation.
• As of June 30, 2026, the company had cash and cash equivalents of $8,764 and total current assets of $185,073, with current liabilities of $23,974, resulting in a strong current ratio of 7.72 and a cash ratio of 0.37.
• The company incurred general and administrative costs of $198,197 for the three months ended June 30, 2026, and reported a net income of $2,041,426 for the same period, primarily driven by interest income on cash held in the Trust Account.
• The company pays its sponsor $20,000 per month for office space, administrative, and support services until the completion of the initial business combination or liquidation.
• The company has received a noncompliance notice from the New York Stock Exchange regarding minimum public stockholders as of January 30, 2026.
• The company has no borrowings under Working Capital Loans as of June 30, 2026, but the sponsor or affiliates may loan funds to finance transaction costs related to the initial business combination.
• The company is classified as an emerging growth company and a smaller reporting company, and it is not a shell company.
• The company has registration and shareholder rights agreements with its sponsor and certain equity holders, including rights to nominate board members post-business combination.
• The company recognizes share-based compensation in accordance with ASC 718 and records share-based payments at fair value on the grant date.
• The company has deferred underwriting fees payable of $8,050,000 as of June 30, 2026.
• The company’s financial statements are prepared in accordance with US GAAP and SEC regulations, with interim financial statements including condensed balance sheets and statements of operations.
• The company’s net income per Class A ordinary share was $0.07 for the three months ended June 30, 2026.
• The company’s accumulated deficit was approximately $7.89 million as of June 30, 2026.
• The company’s sponsor holds Founder Shares and may receive compensation or reimbursement for services related to the initial business combination.
• The company’s warrants are exercisable for Class A ordinary shares at an exercise price of $11.50 per share.
• The company’s audit committee reviews related party transactions and payments quarterly.
• The company’s sponsor has indemnification obligations related to the initial public offering and operations, with limited assets to satisfy such obligations.