Empyrean Capital Partners, LP and Amos Meron report a significant passive stake in Rithm Acquisition Corp. They beneficially own 1,389,513 Class A ordinary shares, equal to 5.87% of the outstanding class, with shared voting and dispositive power over all reported shares.
The shares are held through Empyrean Capital Overseas Master Fund, Ltd., for which Empyrean acts as investment manager and Meron oversees the general partner. They certify the position was acquired and is held in the ordinary course of business, without the purpose or effect of changing or influencing control of the company.
Positive
None.
Negative
None.
Insights
Empyrean and Amos Meron disclose a passive 5.87% stake in Rithm Acquisition Corp.
The filing shows Empyrean Capital Partners, LP and Amos Meron jointly reporting 1,389,513 Class A ordinary shares of Rithm Acquisition Corp., representing 5.87% of that class. Voting and dispositive power over these shares is shared, with no sole authority reported for either party.
The position is held via Empyrean Capital Overseas Master Fund, Ltd., with Empyrean as investment manager and Meron overseeing the general partner. They certify the holdings are in the ordinary course of business and not for changing or influencing control, indicating a passive investment stance under the relevant ownership rules.
The percentage is calculated using 23,660,000 Class A ordinary shares outstanding as of December 19, 2025, as referenced from the issuer’s public report. Future ownership updates, if any, would typically appear in subsequent beneficial ownership statements as thresholds are crossed.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Rithm Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G75751100
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
1,389,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,389,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,389,513.00
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)
5.87 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
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
1,389,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,389,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,389,513.00
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)
5.87 %
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, NY, 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:
1,389,513
(b)
Percent of class:
5.87 %
(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:
1,389,513
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,389,513
The percentages used in this Schedule 13G are calculated based upon 23,660,000 Class A Ordinary Shares outstanding as of December 19, 2025, as reported in the Company's Quarterly Report on Form 10-K for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on December 19, 2025.
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.
What stake in Rithm Acquisition Corp. (RAC) does Empyrean report?
Empyrean Capital Partners, LP and Amos Meron report beneficial ownership of 1,389,513 Class A ordinary shares of Rithm Acquisition Corp. This represents 5.87% of the outstanding Class A shares, giving them a notable but minority position in the company’s equity.
How is the 5.87% ownership in Rithm Acquisition Corp. (RAC) calculated?
The 5.87% figure is based on 1,389,513 Class A ordinary shares beneficially owned, divided by 23,660,000 Class A shares outstanding. The 23,660,000 outstanding share count comes from Rithm Acquisition Corp.’s public report dated December 19, 2025, referenced in the ownership filing.
Does Empyrean seek to influence control of Rithm Acquisition Corp. (RAC)?
The reporting parties certify that the securities were acquired and are held in the ordinary course of business. They state they were not acquired and are not held for the purpose or effect of changing or influencing control of Rithm Acquisition Corp., indicating a passive investment intent.
Who actually holds the Rithm Acquisition Corp. (RAC) shares for Empyrean?
The Class A ordinary shares are directly held by Empyrean Capital Overseas Master Fund, Ltd. Empyrean Capital Partners, LP serves as investment manager to this fund, and Amos Meron oversees the fund’s general partner, leading to their shared voting and dispositive power over the reported shares.
What voting and disposal rights does Empyrean have over RAC shares?
The filing reports zero sole voting and dispositive power for the reporting persons. Instead, Empyrean Capital Partners, LP and Amos Meron share voting power and dispositive power over all 1,389,513 Class A ordinary shares, reflecting joint authority over how the position is voted and potentially sold.
What type of investors are the Rithm Acquisition Corp. (RAC) reporting persons?
Empyrean Capital Partners, LP is described as a Delaware limited partnership acting as investment manager, while Amos Meron is a United States individual who serves as managing member of the general partner. Their roles indicate institutional investment management and oversight of the reported stake.
