NYSE flags Rithm Acquisition (RAC) for too few public shareholders

Rhea-AI Filing Summary

Rithm Acquisition Corp. reported that it received a notice from the New York Stock Exchange stating it is not in compliance with the NYSE rule requiring at least 300 public stockholders. The company must submit a business plan within 45 days showing how it will regain compliance within 18 months.

The notice does not immediately affect the listing or trading of Rithm Acquisition’s units, Class A shares, or warrants, and the securities can remain on the NYSE while the plan is reviewed and, if approved, during the 18‑month remediation period. If the NYSE does not accept the plan, or the company fails to follow it, the exchange may begin suspension and delisting procedures.

Positive

• None.

Negative

• NYSE noncompliance notice and delisting risk: Rithm Acquisition Corp. no longer meets the NYSE requirement of at least 300 public stockholders and faces potential suspension and delisting if its remediation plan is not accepted or successfully executed.

Insights

Equity & Listing Standards Analyst

NYSE has warned Rithm Acquisition over low public holder count, creating delisting risk if remediation fails.

Rithm Acquisition Corp. received a New York Stock Exchange notice that it no longer meets Section 802.01B, which requires at least 300 public stockholders. This is a listing standards issue tied to shareholder base breadth, not to operating results or leverage.

The company has 45 days from January 26, 2026 to submit a business plan showing how it expects to regain compliance within 18 months. The NYSE then has 45 days to evaluate whether that plan reasonably demonstrates a path back to the minimum listing standards.

The notice leaves trading unchanged for now; units, Class A ordinary shares, and warrants remain listed while the NYSE reviews the plan and, if approved, during the 18‑month cure period. However, if the plan is rejected or execution falls short, the NYSE may initiate suspension and delisting procedures, which would directly affect where and how the securities trade.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2026

Rithm Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		001-42537		98-1832772
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

799 Broadway, 8th Floor

New York, New York 10003

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (+1) (212) 850-7770

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant		RAC.U		New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share		RAC		New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		RAC.WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 26, 2026, Rithm Acquisition Corp. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) notifying the Company that it is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”), which requires an NYSE-listed company to maintain a minimum of 300 public stockholders on a continuous basis.

The Company will, within 45 days from the receipt of the Notice, submit a business plan to the NYSE that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE has 45 days to review and determine if the plan reasonably demonstrates the Company’s ability to regain compliance with the minimum listing standards. The Notice has no immediate impact on the listing or trading of the Company’s securities. So long as the NYSE approves the plan, the Company’s securities will continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan. If the Company fails to comply with the business plan or the NYSE does not accept the plan, the NYSE may commence suspension and delisting procedures.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.		Description
99.1		Press Release, dated January 30, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 30, 2026

	RITHM ACQUISITION CORP.
	By:	/s/ Varun Wadhawan
	Name:	Varun Wadhawan
	Title:	Chief Executive Officer

2

FAQ

What did the NYSE notify Rithm Acquisition Corp. (RAC) about?

The NYSE notified Rithm Acquisition Corp. that it is not in compliance with Section 802.01B, which requires at least 300 public stockholders. This notice triggers a remediation process but does not immediately affect trading of its securities.

Does the NYSE notice immediately affect trading in RAC securities?

The notice has no immediate impact on trading. Rithm Acquisition’s units, Class A ordinary shares, and warrants continue to be listed and traded on the NYSE while the company pursues its compliance plan and the exchange reviews its progress.

How long does Rithm Acquisition Corp. (RAC) have to regain NYSE compliance?

Rithm Acquisition must submit a business plan within 45 days of receiving the notice, showing how it expects to regain compliance within 18 months. If the NYSE accepts the plan, the company has that 18‑month period to restore the required 300 public stockholders.

What happens if the NYSE does not accept Rithm Acquisition’s plan?

If the NYSE does not accept Rithm Acquisition’s plan, or the company fails to follow it, the exchange may begin suspension and delisting procedures. That could eventually result in the company’s securities no longer trading on the NYSE.

Which Rithm Acquisition Corp. (RAC) securities are listed on the NYSE?

Rithm Acquisition has three types of securities listed on the NYSE: units trading under RAC.U, Class A ordinary shares under RAC, and redeemable warrants under RAC.WS. The NYSE notice currently does not change their listing status.

Why is the number of public stockholders important for RAC’s NYSE listing?

The NYSE’s Section 802.01B requires listed companies to maintain at least 300 public stockholders. This rule supports adequate investor participation and liquidity. Falling below this threshold triggered the noncompliance notice Rithm Acquisition Corp. received on January 26, 2026.