Business Description

We are a blank check company incorporated on November 21, 2024, as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination” or our “business combination”. Our sponsor is an affiliate of Rithm, a global asset manager focused on the real estate, credit and financial services. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. In particular, we intend to target companies in the financial services and real estate sectors where our management team has extensive investment and operational experience. In addition, we expect to evaluate opportunities relating to digital infrastructure, including opportunities at the convergence of infrastructure and technology. We believe this sector has many similar characteristics to the real estate sector that are applicable to the specialties of our management team. We believe that our management team is positioned to drive ongoing value creation post-business combination, as the team has done with multiple prior investments in various sectors over time. We believe our management team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. Given Rithm’s global reach and experience, we believe our team has the required investment, operational, diligence and capital raising expertise to effect a business combination with an attractive target and to position it for long-term success in the public markets. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. Our sponsor, Rithm Acquisition Corp Sponsor LLC, is a Delaware limited liability company that was formed for the sole purpose of holding securities in us and provide certain services to us pursuant to the administrative services and indemnification agreement, as further described herein. Our sponsor is controlled by Rithm and Michael Nierenberg, as a result of his role as chief executive officer, chairman of the board and president of Rithm. Company History On November 26, 2024, our sponsor paid $25,000 to cover certain expenses on our behalf in exchange for the issuance of 5,750,000 founder shares, or approximately $0.004 per share. Prior to the initial public offering, our sponsor transferred 25,000 of our founders shares to each of our three independent director nominees at the same per-share purchase price that our sponsor paid. On February 28, 2025, we consummated the initial public offering of 23,000,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 660,000 private placement units, at a price of $10.00 per unit, in a private placement to our sponsor, generating gross proceeds of $6,600,000. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Rithm Rithm is a global asset manager focused on real estate, credit and financial services. Rithm aims to deliver long-term value by identifying, managing and investing in high-quality, differentiated assets that generate attractive, risk-adjusted returns. Headquartered in New York City, Rithm and its subsidiaries have a global presence with global offices in London, Hong Kong, Abu Dhabi and Tokyo. Rithm, formerly known as New Residential Investment Corp., was founded in 2013 and built in the public markets as a permanent capital vehicle structured as a real estate investment trust (“REIT”) within the ecosystem of its former external manager, an affiliate of Fortress Investment Group.…