[10-Q] Rithm Acquisition Corp. Quarterly Earnings Report
Rithm Acquisition Corp. is a newly formed Cayman Islands blank-check company that completed its IPO on February 28, 2025, issuing 23,000,000 Units and raising $230,000,000. Approximately $233.37 million is held in a Trust Account to be used primarily to fund an initial business combination; the Trust balance is presented separately from the company’s operating cash.
The company reported net income of $2.34 million for the three months ended June 30, 2025 (and $2.98 million since inception), driven by $2.56 million of interest income on Trust funds, offset by operating costs. Operating cash outside the Trust was $819,538 with working capital of $851,045. Management says it has not commenced operations and has determined that conditions raise substantial doubt about its ability to continue as a going concern for at least one year absent completing a business combination.
Rithm Acquisition Corp. è una società blank‑check di nuova costituzione alle Isole Cayman che ha completato la sua IPO il 28 febbraio 2025, emettendo 23.000.000 di Unità e raccogliendo 230.000.000 USD. Circa 233,37 milioni USD sono depositati in un conto fiduciario destinato principalmente a finanziare una combinazione aziendale iniziale; il saldo del conto fiduciario è esposto separatamente dalla liquidità operativa della società.
La società ha riportato un utile netto di 2,34 milioni USD per i tre mesi chiusi al 30 giugno 2025 (e 2,98 milioni USD dalla costituzione), generato da 2,56 milioni USD di proventi da interessi sui fondi in conto fiduciario, compensati dai costi operativi. La liquidità operativa al di fuori del conto fiduciario era di 819.538 USD con un capitale circolante di 851.045 USD. La direzione dichiara di non aver avviato attività operative e ha ritenuto che le circostanze sollevino dubbio significativo sulla capacità di proseguire come azienda in funzionamento per almeno un anno, in assenza del completamento di una combinazione aziendale.
Rithm Acquisition Corp. es una sociedad "blank‑check" recientemente constituida en las Islas Caimán que completó su OPV el 28 de febrero de 2025, emitiendo 23.000.000 de Unidades y recaudando 230.000.000 USD. Aproximadamente 233,37 millones USD se mantienen en una cuenta fiduciaria destinada principalmente a financiar una combinación empresarial inicial; el saldo de la cuenta fiduciaria se presenta por separado del efectivo operativo de la compañía.
La compañía registró un beneficio neto de 2,34 millones USD en los tres meses cerrados el 30 de junio de 2025 (y 2,98 millones USD desde su constitución), impulsado por 2,56 millones USD de ingresos por intereses sobre los fondos en la cuenta fiduciaria, compensados por gastos operativos. El efectivo operativo fuera del fideicomiso era de 819.538 USD con un capital de trabajo de 851.045 USD. La dirección afirma no haber iniciado operaciones y ha determinado que las circunstancias plantean dudas sustanciales sobre su capacidad para continuar como empresa en funcionamiento durante al menos un año, en ausencia de completar una combinación empresarial.
Rithm Acquisition Corp.는 케이맨제도에 새로 설립된 블랭크‑체크(Blank‑check) 회사로 2025년 2월 28일 IPO를 완료하여 23,000,000 단위를 발행하고 230,000,000 USD를 조달했습니다. 약 233.37 million USD가 초기 사업 결합을 주요 목적으로 하는 신탁계정에 보관되어 있으며, 신탁 잔액은 회사의 영업 현금과 별도로 표시됩니다.
회사는 2025년 6월 30일로 끝나는 3개월 동안 2.34 million USD의 순이익(설립 이후 2.98 million USD)을 보고했으며, 이는 신탁 자금에 대한 2.56 million USD의 이자수익에 의해 주도되었으나 영업비용으로 상쇄되었습니다. 신탁 외 영업 현금은 819,538 USD, 운전자본은 851,045 USD였습니다. 경영진은 영업을 개시하지 않았으며, 사업 결합을 완료하지 못할 경우 최소 1년 동안 계속기업으로서 존속할 수 있는 능력에 대해 중대한 의문이 제기된다고 판단했습니다.
Rithm Acquisition Corp. est une société « blank‑check » récemment constituée aux îles Caïmans qui a réalisé son introduction en bourse le 28 février 2025, en émettant 23 000 000 d'Unités et en levant 230 000 000 USD. Environ 233,37 millions USD sont détenus sur un compte fiduciaire destiné principalement à financer une première opération de combinaison d'entreprises ; le solde du compte fiduciaire est présenté séparément de la trésorerie d'exploitation de la société.
La société a déclaré un résultat net de 2,34 MUSD pour les trois mois clos le 30 juin 2025 (et 2,98 MUSD depuis sa création), tiré par 2,56 MUSD de produits d'intérêts sur les fonds du trust, compensés par des charges d'exploitation. La trésorerie d'exploitation hors trust s'élevait à 819 538 USD avec un fonds de roulement de 851 045 USD. La direction indique ne pas avoir commencé ses activités et a estimé que les circonstances soulèvent des doutes importants quant à sa capacité à poursuivre son exploitation pendant au moins un an en l'absence de réalisation d'une combinaison d'entreprises.
Rithm Acquisition Corp. ist ein neu gegründetes Blank‑Check‑Unternehmen auf den Kaimaninseln, das seinen Börsengang am 28. Februar 2025 abgeschlossen hat, dabei 23.000.000 Einheiten ausgegeben und 230.000.000 USD eingenommen hat. Ungefähr 233,37 Mio. USD werden auf einem Treuhandkonto gehalten, das hauptsächlich zur Finanzierung einer initialen Unternehmenszusammenführung verwendet werden soll; der Treuhandbestand wird getrennt vom operativen Zahlungsmittelbestand des Unternehmens ausgewiesen.
Das Unternehmen meldete einen Nettogewinn von 2,34 Mio. USD für die drei Monate zum 30. Juni 2025 (und 2,98 Mio. USD seit Gründung), bedingt durch 2,56 Mio. USD Zinserträge aus Treuhandmitteln, die durch betriebliche Aufwendungen kompensiert wurden. Die operativen liquiden Mittel außerhalb des Treuhandkontos beliefen sich auf 819.538 USD bei einem Working Capital von 851.045 USD. Das Management gibt an, noch nicht operativ tätig zu sein, und hat festgestellt, dass die Umstände für mindestens ein Jahr aufwerfen, falls keine Unternehmenszusammenführung abgeschlossen wird.
- $233.37 million held in a Trust Account securing public proceeds and supporting shareholder redemption rights
- Completed IPO raising $230.0 million (including full 3,000,000 unit over-allotment)
- $2.56 million of interest income on Trust funds produced positive net income for the quarter
- Management concluded there is substantial doubt about the Company’s ability to continue as a going concern for at least one year absent a Business Combination
- Operating cash outside the Trust is limited at $819,538, with working capital of $851,045
- Deferred underwriting fee payable of $8.05 million and total offering costs of $13.31 million reduce available resources for operations
Insights
TL;DR: The Trust secures IPO proceeds and produces interest income, but operating liquidity is limited until a business combination is completed.
The filing shows a successful IPO with $230.0 million of gross proceeds and $233.37 million held in the Trust Account, producing material interest income that created reported net income of $2.34M for the quarter. From an analytical perspective, the Trust funds protect public shareholders’ redemption rights and reduce market risk related to those proceeds. However, operating cash outside the Trust is small ($0.82M), general and administrative costs exist, and deferred underwriting fees of $8.05M are recorded as payable. The company remains pre-operational and dependent on completing a business combination to execute its strategy.
TL;DR: Strong escrowed IPO proceeds mitigate investor capital risk, but management’s going-concern assessment raises operational and execution risk.
The Trust Account balance of $233.37M materially secures capital for redemptions or a transaction, and warrants/Founder mechanics are disclosed (7,886,667 warrants outstanding; public warrants fair value recorded at $2.46M). Nevertheless, management explicitly states there is substantial doubt about the company's ability to continue as a going concern for at least one year due to limited operating liquidity and ongoing transaction costs. That admission is a material governance and execution risk until a target is sourced and transaction financing or working capital support is secured.
Rithm Acquisition Corp. è una società blank‑check di nuova costituzione alle Isole Cayman che ha completato la sua IPO il 28 febbraio 2025, emettendo 23.000.000 di Unità e raccogliendo 230.000.000 USD. Circa 233,37 milioni USD sono depositati in un conto fiduciario destinato principalmente a finanziare una combinazione aziendale iniziale; il saldo del conto fiduciario è esposto separatamente dalla liquidità operativa della società.
La società ha riportato un utile netto di 2,34 milioni USD per i tre mesi chiusi al 30 giugno 2025 (e 2,98 milioni USD dalla costituzione), generato da 2,56 milioni USD di proventi da interessi sui fondi in conto fiduciario, compensati dai costi operativi. La liquidità operativa al di fuori del conto fiduciario era di 819.538 USD con un capitale circolante di 851.045 USD. La direzione dichiara di non aver avviato attività operative e ha ritenuto che le circostanze sollevino dubbio significativo sulla capacità di proseguire come azienda in funzionamento per almeno un anno, in assenza del completamento di una combinazione aziendale.
Rithm Acquisition Corp. es una sociedad "blank‑check" recientemente constituida en las Islas Caimán que completó su OPV el 28 de febrero de 2025, emitiendo 23.000.000 de Unidades y recaudando 230.000.000 USD. Aproximadamente 233,37 millones USD se mantienen en una cuenta fiduciaria destinada principalmente a financiar una combinación empresarial inicial; el saldo de la cuenta fiduciaria se presenta por separado del efectivo operativo de la compañía.
La compañía registró un beneficio neto de 2,34 millones USD en los tres meses cerrados el 30 de junio de 2025 (y 2,98 millones USD desde su constitución), impulsado por 2,56 millones USD de ingresos por intereses sobre los fondos en la cuenta fiduciaria, compensados por gastos operativos. El efectivo operativo fuera del fideicomiso era de 819.538 USD con un capital de trabajo de 851.045 USD. La dirección afirma no haber iniciado operaciones y ha determinado que las circunstancias plantean dudas sustanciales sobre su capacidad para continuar como empresa en funcionamiento durante al menos un año, en ausencia de completar una combinación empresarial.
Rithm Acquisition Corp.는 케이맨제도에 새로 설립된 블랭크‑체크(Blank‑check) 회사로 2025년 2월 28일 IPO를 완료하여 23,000,000 단위를 발행하고 230,000,000 USD를 조달했습니다. 약 233.37 million USD가 초기 사업 결합을 주요 목적으로 하는 신탁계정에 보관되어 있으며, 신탁 잔액은 회사의 영업 현금과 별도로 표시됩니다.
회사는 2025년 6월 30일로 끝나는 3개월 동안 2.34 million USD의 순이익(설립 이후 2.98 million USD)을 보고했으며, 이는 신탁 자금에 대한 2.56 million USD의 이자수익에 의해 주도되었으나 영업비용으로 상쇄되었습니다. 신탁 외 영업 현금은 819,538 USD, 운전자본은 851,045 USD였습니다. 경영진은 영업을 개시하지 않았으며, 사업 결합을 완료하지 못할 경우 최소 1년 동안 계속기업으로서 존속할 수 있는 능력에 대해 중대한 의문이 제기된다고 판단했습니다.
Rithm Acquisition Corp. est une société « blank‑check » récemment constituée aux îles Caïmans qui a réalisé son introduction en bourse le 28 février 2025, en émettant 23 000 000 d'Unités et en levant 230 000 000 USD. Environ 233,37 millions USD sont détenus sur un compte fiduciaire destiné principalement à financer une première opération de combinaison d'entreprises ; le solde du compte fiduciaire est présenté séparément de la trésorerie d'exploitation de la société.
La société a déclaré un résultat net de 2,34 MUSD pour les trois mois clos le 30 juin 2025 (et 2,98 MUSD depuis sa création), tiré par 2,56 MUSD de produits d'intérêts sur les fonds du trust, compensés par des charges d'exploitation. La trésorerie d'exploitation hors trust s'élevait à 819 538 USD avec un fonds de roulement de 851 045 USD. La direction indique ne pas avoir commencé ses activités et a estimé que les circonstances soulèvent des doutes importants quant à sa capacité à poursuivre son exploitation pendant au moins un an en l'absence de réalisation d'une combinaison d'entreprises.
Rithm Acquisition Corp. ist ein neu gegründetes Blank‑Check‑Unternehmen auf den Kaimaninseln, das seinen Börsengang am 28. Februar 2025 abgeschlossen hat, dabei 23.000.000 Einheiten ausgegeben und 230.000.000 USD eingenommen hat. Ungefähr 233,37 Mio. USD werden auf einem Treuhandkonto gehalten, das hauptsächlich zur Finanzierung einer initialen Unternehmenszusammenführung verwendet werden soll; der Treuhandbestand wird getrennt vom operativen Zahlungsmittelbestand des Unternehmens ausgewiesen.
Das Unternehmen meldete einen Nettogewinn von 2,34 Mio. USD für die drei Monate zum 30. Juni 2025 (und 2,98 Mio. USD seit Gründung), bedingt durch 2,56 Mio. USD Zinserträge aus Treuhandmitteln, die durch betriebliche Aufwendungen kompensiert wurden. Die operativen liquiden Mittel außerhalb des Treuhandkontos beliefen sich auf 819.538 USD bei einem Working Capital von 851.045 USD. Das Management gibt an, noch nicht operativ tätig zu sein, und hat festgestellt, dass die Umstände für mindestens ein Jahr aufwerfen, falls keine Unternehmenszusammenführung abgeschlossen wird.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of |
| (I.R.S. Employer |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
| Trading |
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
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| Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No
As of August 11, 2025, there were
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RITHM ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
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Part I. Financial Information | | 1 |
Item 1. Interim Financial Statements | | 1 |
Condensed Balance Sheet as of June 30, 2025 (Unaudited) | | 1 |
Condensed Statements of Operations for the three months ended June 30, 2025 and for the period from November 21, 2024 (Inception) through June 30, 2025 (Unaudited) | | 2 |
Condensed Statements of Changes in Shareholders’ Deficit for the three months ended June 30, 2025 and for the period from November 21, 2024 (Inception) through June 30, 2025 (Unaudited) | | 3 |
Condensed Statement of Cash Flows for the period from November 21, 2024 (Inception) through June 30, 2025 (Unaudited) | | 4 |
Notes to Condensed Financial Statements (Unaudited) | | 5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 20 |
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk | | 23 |
Item 4. Controls and Procedures | | 23 |
Part II. Other Information | | 24 |
Item 1. Legal Proceedings | | 24 |
Item 1A. Risk Factors | | 24 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | 24 |
Item 3. Defaults Upon Senior Securities | | 24 |
Item 4. Mine Safety Disclosures | | 24 |
Item 5. Other Information | | 24 |
Item 6. Exhibits | | 25 |
Part III. Signatures | | 26 |
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PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
RITHM ACQUISITION CORP.
CONDENSED BALANCE SHEET
JUNE 30, 2025
(Unaudited)
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Assets: |
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Current asset |
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Cash | | $ | |
Prepaid expenses | |
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Short-term prepaid insurance | |
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Total current assets | |
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Long-term prepaid insurance | |
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Cash held in Trust Account | |
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Total Assets | | $ | |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
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Current Liabilities | |
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Accrued offering costs | | $ | |
Accrued expenses | |
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Total current liabilities | |
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Deferred underwriting fee payable | |
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Total Liabilities | |
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Commitments and Contingencies (Note 5) | |
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Class A ordinary shares subject to possible redemption, | |
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Shareholders’ Deficit | |
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Preferred shares, $ | |
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Class A ordinary shares, $ | |
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Class B ordinary shares, $ | |
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Additional paid-in capital | |
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Accumulated deficit | |
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Total Shareholders’ Deficit | |
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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RITHM ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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| | For the Three | | 2024 (Inception) | ||
| | Months Ended | | Through | ||
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| June 30, 2025 | ||
General and administrative expenses | | $ | | | $ | |
Loss from operations | |
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Other income: | | | | | | |
Interest earned on cash held in Trust Account | |
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Total other income | |
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Net income | | $ | | | $ | |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares | |
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Basic and diluted net income per share, Class A ordinary shares | | $ | | | $ | |
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Basic weighted average shares outstanding, Class B ordinary shares (1) | |
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Basic net income per share, Class B ordinary shares | | $ | | | $ | |
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Diluted weighted average shares outstanding, Class B ordinary shares (1) | |
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Diluted net income per share, Class B ordinary shares | | $ | | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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RITHM ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM NOVEMBER 21, 2024 (INCEPTION) THROUGH JUNE 30, 2025
(Unaudited)
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| | Class A | | Class B | | Additional | | | | | Total | ||||||||
| | Ordinary Shares | | Ordinary Shares | | Paid-in | | Accumulated | | Shareholders’ | |||||||||
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| Amount |
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| Capital |
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Balance — November 21, 2024 | | | | $ | | | | | $ | | | $ | | | $ | | | $ | |
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Issuance of Class B ordinary shares to Sponsor | | — | | | — | | | | | | | | | | | — | | | |
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Net loss | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
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Balance – December 31, 2024 | | — | | | — | | | | | | | | | | | ( | | | ( |
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Sale of | | | | | | | — | | | — | | | | | | — | | | |
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Fair value of Public Warrants at issuance | | — | | | — | | — | | | — | | | | | | — | | | |
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Allocated value of transaction costs to Warrants and Private Placement Units | | — | | | — | | — | | | — | | | ( | | | — | | | ( |
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Accretion of Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | | ( | | | ( | | | ( |
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Net income | | — | | | — | | — | | | — | | | — | | | | | | |
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Balance – March 31, 2025 | | | | | | | | | | | | | — | | | ( | | | ( |
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Accretion of Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | | ― | | | ( | | | ( |
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Net income | | — | | | — | | — | | | — | | | — | | | | | | |
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Balance – June 30, 2025 | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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RITHM ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 21, 2024 (INCEPTION) THROUGH JUNE 30, 2025
(UNAUDITED)
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Cash Flows from Operating Activities: |
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Net income | | $ | |
Adjustments to reconcile net income to net cash used in operating activities: | |
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General and administrative costs paid through issuance of Class B ordinary shares | |
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General and administrative costs paid through promissory note - related party | |
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Interest earned in cash held in Trust Account | |
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Changes in operating assets and liabilities: | |
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Prepaid expenses | |
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Short-term prepaid insurance | |
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Long-term prepaid insurance | |
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Accrued expenses | |
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Net cash used in operating activities | |
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Cash Flows from Investing Activities: | |
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Investment of cash in Trust Account | |
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Net cash used in investing activities | |
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Cash Flows from Financing Activities: | |
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Proceeds from sale of Units, net of underwriting discounts paid | |
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Proceeds from sale of Private Placement Units | |
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Repayment of advances from related party | | | ( |
Repayment of promissory note - related party | |
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Payment of offering costs | |
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Net cash provided by financing activities | |
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Net Change in Cash | |
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Cash – Beginning of period | |
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Cash – End of period | | $ | |
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Non-Cash investing and financing activities: | |
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Offering costs included in accrued offering costs | | $ | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | $ | |
Deferred offering costs paid through promissory note – related party | | $ | |
Deferred offering costs paid through advances from related party | | $ | |
Prepaid expenses made by the Sponsor on behalf of the Company | | $ | |
General and administrative expenses paid by the Sponsor on behalf of the Company | | $ | |
Deferred underwriting fee payable | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Note 1 — Description Of Organization And Business Operations
Rithm Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of June 30, 2025, the Company had not commenced any operations. All activity for the period from November 21, 2024 (inception) through June 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company has selected September 30 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on February 26, 2025. On February 28, 2025, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
The Company’s 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least
Following the closing of the Initial Public Offering, on February 28, 2025, an amount of $
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The Company will provide the holders (the “Public Shareholders”) of Public Units, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $
Upon the public announcement of the initial Business Combination, if the Company elects to conduct redemptions pursuant to the tender offer rules, the Company and the Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase the Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least
Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of
The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed or repurchased in connection with a Business Combination or to redeem
If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares included in the Private Placement Units if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Sponsor has not made reserves for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Sponsor may not be able to satisfy those obligations. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity, Capital Resources and Going Concern
As of June 30, 2025, the Company had cash of $
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014- 15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Note 2 — Summary Of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 27, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 6, 2025. The interim results for the three months ended June 30, 2025 and for the period from November 21, 2024 (inception) through June 30, 2025 are not necessarily indicative of the results to be expected for the year ending September 30, 2025 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of other income and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Cash
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Cash Held in Trust Account
As of June 30, 2025, the assets held in the Trust Account, amounting to $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Net Income Per Ordinary Share
The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants are contingent upon the occurrence of future events. As of June 30, 2025, the Warrants are exercisable to purchase
The Company has considered the effect of the
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:
| | | | | | | | | | | | |
| | | | | | | | For the Period from | ||||
| | For the Three Months Ended | | November 21, 2024 (Inception) | ||||||||
| | June 30, 2025 | | Through June 30, 2025 | ||||||||
|
| Class A |
| Class B |
| Class A |
| Class B | ||||
Basic net income per share: | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | |
Allocation of net income | | $ | | | $ | | | $ | | | $ | |
Denominator: | | | | | | | | | | | | |
Weighted-average shares outstanding | |
| | |
| | |
| | |
| |
Basic net income per ordinary share | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Diluted net income per share: | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | |
Allocation of net income | | $ | | | $ | | | $ | | | $ | |
Denominator: | | | | | | | | | | | | |
Weighted-average shares outstanding | |
| | |
| | |
| | |
| |
Diluted net income per ordinary share | | $ | | | $ | | | $ | | | $ | |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025, there were
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Warrant Instruments
The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the Warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
Class A Ordinary Shares Subject to Possible Redemption
The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
| | | |
Gross proceeds |
| $ | |
Less: | | | |
Proceeds allocated to Public Warrants | |
| ( |
Class A ordinary shares issuance costs | |
| ( |
Plus: | |
| |
Accretion of carrying value to redemption value | |
| |
Class A Ordinary Shares subject to possible redemption, June 30, 2025 | | $ | |
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Share-Based Compensation
The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Grants of share-based payment awards issued to non-employees for services rendered are recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on November 21, 2024.
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering, On February 28, 2025, the Company sold
Note 4 — Related Party Transactions
Founder Shares
On November 26, 2024, Rithm Acquisition Corp Sponsor LLC paid $
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
In January and February 2025, the Sponsor transferred a total of
Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of
Related Party Loans
On November 26, 2024, Rithm Acquisition Corp Sponsor LLC agreed to loan the Company an aggregate of up to $
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
Administrative Support Agreement
The Company entered into an agreement with the Sponsor, commencing on February 26, 2025 through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay the Sponsor an aggregate of $
Note 5 — Commitments and Contingencies
Registration Rights
Holders of the Founder Shares and Private Placement Units, including from time to time the Public Shares, Private Placement Units that may be issued upon conversion of Working Capital Loans, any Private Placement Shares or Private Placement Warrants included in Private Placement Units, any Class A ordinary shares issuable upon conversion of Founder Shares or upon exercise of Warrants they may hold or acquire, and any Warrants, including Private Placement Warrants, that they may hold or acquire, will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed in connection with the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to
Underwriting Agreement
The Company granted the underwriters a 45-day option to purchase up to
The underwriters were entitled to an underwriting discount of $
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Note 6 — Shareholders’ Deficit
Preference Shares — The Company is authorized to issue
Class A Ordinary Shares — The Company is authorized to issue
Class B Ordinary Shares — The Company is authorized to issue
Except as described below, ordinary shareholders of record are entitled to
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, the Founder Shares, which are designated as Class B ordinary shares, will be convertible at the option of the holder on a
Warrants — As of June 30, 2025, there were
The Public Warrants will become exercisable
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The Warrants have an exercise price of $
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until
Redemption of Warrants when the price per Class A ordinary shares equals or exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ |
The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the
In no event will the Company be required to net cash settle any Warrant. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Note 7 — Fair Value Measurements
The fair value of the Public Warrants is $
| | | | |
|
| February 28, 2025 |
| |
Valuation date price | | $ | | |
Strike price | | $ | | |
Expected time until merger (years) | |
| | |
Time remaining post-merger (years) | |
| | |
Probability of merger closing | |
| | % |
Effective expected warrant term | |
| | |
Peer implied volatility | |
| | % |
Risk-free rate (term matched) | |
| | % |
Note 8 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| | | |
|
| June 30, 2025 | |
Cash | | $ | |
Cash and securities held in Trust Account | | $ | |
| | | | | | |
| | | | | For the Period | |
| | | | | From November 21, | |
| | For the Three | | 2024 (Inception) | ||
| | Months Ended | | Through | ||
|
| June 30, 2025 |
| June 30, 2025 | ||
General and administrative costs | | $ | | | $ | |
Interest earned on cash held in Trust Account | | $ | | | $ | |
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RITHM ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The CODM reviews interest earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operational costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the statements of operations and described within their respective disclosures.
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Rithm Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Rithm Acquisition Corp Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on November 21, 2024 as a Cayman Island exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
On February 28, 2025, we consummated our Initial Public Offering of 23,000,000 Units, which includes 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 Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $6,600,000.
We incurred offering costs of $13,307,016, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $657,016 of other offering costs.
Upon the closing of the Initial Public Offering and the Private Placement, approximately $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of 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 invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
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 Units, 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.
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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 interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the prospective partner company or otherwise acquires a controlling interest in the prospective party company 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 the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten 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 earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period.
As of June 30, 2025, we held cash of $819,538, current liabilities of $177,433, and deferred underwriting fees payable of $8,050,000. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from November 21, 2024 (inception) through June 30, 2025 were organizational activities and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on cash and investments held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2025, we had a net income of $2,342,569, which consists of interest income on cash held in Trust Account of $2,559,465, offset by general and administrative costs of $216,896.
For the period from November 21, 2024 (inception) through June 30, 2025, we had a net income of $2,976,521, which consists of interest income on cash held in Trust Account of $3,369,576, offset by general and administrative costs of $393,055.
Liquidity and Capital Resources
On February 28, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes 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 Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $6,600,000.
Following closing of the Initial Public Offering, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred $13,307,016 in Initial Public Offering related costs, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $657,016 of other offering costs.
For the period from November 21, 2024 (inception) through June 30, 2025, cash used in operating activities was $525,833. Net income of $2,976,521 was affected by interest earned on cash held in Trust Account of $3,369,576, general and administrative costs paid through issuance of Class B ordinary shares of $10,012, and general and administrative costs paid through promissory note - related party of $70,801. Changes in operating assets and liabilities used $213,591 of cash for operating activities.
As of June 30, 2025, we had cash held in Trust Account of $233,369,576 to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit
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accounts). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2025, we had cash of $819,538. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination company at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2025.
Contractual Obligations
Underwriting Agreement
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per unit, or $8,050,000 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 condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.
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Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
This item is not applicable as we are a smaller reporting company.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Management Report on Internal Controls Over Financial Reporting
This Quarterly Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus filed with the SEC on February 27, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in such final prospectus.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 28, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes 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. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-284671). The SEC declared the registration statement effective on February 26, 2025.
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 Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $6,600,000.
Of the gross proceeds received from the Initial Public Offering and the Private Placement, an aggregate of $230,000,000 was placed in the Trust Account. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. The specific investments in our Trust Account may change from time to time.
Transaction costs amounted to $13,307,016, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $657,016 of other offering costs.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| | |
No. |
| Description of Exhibit |
31.1* | | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* | | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2* | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* | | XBRL Instance Document |
101.SCH* | | XBRL Taxonomy Extension Schema Document |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith (or furnished herewith in the case of exhibits 32.1 and 32.2). |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RITHM ACQUISITION CORP. | |
| | |
Date: August 11, 2025 | By: | /s/ Michael Nierenberg |
| Name: | Michael Nierenberg |
| Title: | Chairman and Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Date: August 11, 2025 | By: | /s/ Varun Wadhawan |
| Name: | Varun Wadhawan |
| Title: | Chief Financial Officer |
| | (Principal Financial Officer and Principal Accounting Officer) |
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FAQ
What did Rithm Acquisition (RAC) raise in its IPO?
How much cash does RAC have in its Trust Account?
Does RAC have positive operating cash outside the Trust?
Why did RAC report net income if it has not started operations?
What material risks did RAC disclose in the 10-Q?
