Rithm Acquisition Corp. ownership disclosure: Empyrean Capital Partners, LP and Amos Meron report beneficial ownership of 2,230,000 Class A Ordinary Shares, representing 9.43% of the class. The filing states 23,660,000 Class A Ordinary Shares outstanding as of February 6, 2026.
The shares are reported as held by Empyrean Capital Overseas Master Fund, Ltd. with shared voting and dispositive power of 2,230,000. The statement is an amendment to a Schedule 13G and is signed by the reporting persons.
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Insights
Large passive holder reports a 9.43% stake in the company.
Empyrean Capital Partners, LP and Amos Meron report holding 2,230,000 shares with shared voting and dispositive power, based on 23,660,000 shares outstanding as of February 6, 2026. The filing is an amendment to a Schedule 13G.
The stake size is presented as a percent of outstanding shares; cash‑flow treatment and any sale intent are not stated in the excerpt. Subsequent filings would disclose changes in position.
Key Figures
Beneficial ownership:2,230,000 sharesPercent of class:9.43%Shares outstanding:23,660,000 shares
3 metrics
Beneficial ownership2,230,000 sharesreported beneficially owned by Empyrean Capital/Amos Meron
Percent of class9.43%percentage of Class A Ordinary Shares outstanding
Shares outstanding23,660,000 sharesoutstanding as of <date>February 6, 2026</date>
"This statement is filed by: Empyrean Capital Partners, LP ... amendment to a Schedule 13G"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Shared voting powerregulatory
"Shared Voting Power 2,230,000.00 ... shared voting power of 2,230,000"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Beneficially ownedfinancial
"Amount beneficially owned: 2,230,000 (b) Percent of class: 9.43%"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
What stake does Empyrean Capital report in Rithm Acquisition (RAC)?
Empyrean Capital reports beneficial ownership of 2,230,000 shares, equal to 9.43% of Class A shares. This percentage is calculated using 23,660,000 shares outstanding as of February 6, 2026 as stated in the filing.
Who holds the reported shares on behalf of Empyrean Capital?
The filing states the shares are directly held by Empyrean Capital Overseas Master Fund, Ltd. and managed by Empyrean Capital Partners, LP, with disclosures signed by Amos Meron and the fund's Chief Compliance Officer.
What voting or disposition rights are disclosed for the 2,230,000 shares?
The filing lists shared voting power of 2,230,000 and shared dispositive power of 2,230,000, with no sole voting or dispositive power reported for the reporting persons in the excerpt.
Does the Schedule 13G/A indicate intent to buy or sell the shares?
The amendment reports beneficial ownership and power allocations but does not state any purchase or sale intent. The filing does not disclose cash flows, sale plans, or timing for transactions in the provided excerpt.
What is the reporting basis for the ownership percentage in the filing?
The filing bases the 9.43% figure on 23,660,000 Class A Ordinary Shares outstanding as of February 6, 2026, referencing the company's Form 10-Q for the quarter ended December 31, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Rithm Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G75751100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G75751100
1
Names of Reporting Persons
Empyrean Capital Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,230,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,230,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,230,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.43 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G75751100
1
Names of Reporting Persons
Amos Meron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,230,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,230,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,230,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.43 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rithm Acquisition Corp.
(b)
Address of issuer's principal executive offices:
799 Broadway, 8th Floor, New York, New York, 10003
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Rithm Acquisition Corp. (the "Company") directly held by ECOMF;
(ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Ordinary Shares directly held by ECOMF.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Ordinary Shares owned by another Reporting Person.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, L.P., 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067
(c)
Citizenship:
ECP - a Delaware limited partnership
Amos Meron - United States
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(e)
CUSIP No.:
G75751100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,230,000
(b)
Percent of class:
9.43%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,230,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,230,000
The ownership percentages reported in this Schedule 13G are based on 23,660,000 Class A Ordinary Shares outstanding as of February 6, 2026, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, filed with the Securities and Exchange Commission on February 6, 2026.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
