Hudson Bay Capital Management LP and Sander Gerber report a collective beneficial ownership of 1,925,000 Class A ordinary shares of Rithm Acquisition Corp, representing 8.14% of the Class A shares outstanding based on an aggregate of 23,660,000 shares reported by the company. The shares are held in the name of HB Strategies LLC, for which the Investment Manager acts as investment manager.
The filing shows no sole voting or dispositive power (both are reported as 0) and 1,925,000 shares of shared voting and dispositive power. Mr. Gerber is identified as managing member of the general partner and disclaims beneficial ownership of the reported securities.
Positive
Beneficial ownership disclosed: Reporting Persons together hold 1,925,000 shares, representing 8.14% of the Class A outstanding.
Clear ownership vehicle disclosed: Shares are held in the name of HB Strategies LLC with Hudson Bay Capital Management LP as investment manager.
Negative
None.
Insights
TL;DR: A passive, material stake of 8.14% is disclosed via an investment manager; no sole control is claimed.
The Schedule 13G reports 1,925,000 shares held through HB Strategies LLC, equal to 8.14% of the stated Class A outstanding base of 23,660,000 shares. The Investment Manager reports shared voting and dispositive power for the full position while sole voting and dispositive power are 0, consistent with a passive investor disclosure. This limits immediate governance impact and suggests the position is not presented as a change-of-control effort.
TL;DR: The filing indicates disclosure and ownership structure but affirms the position is held in the ordinary course, not to influence control.
The statement clarifies the securities are held in the name of HB Strategies LLC with Hudson Bay Capital Management LP acting as investment manager and Sander Gerber identified as managing member of the GP. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control, and Mr. Gerber explicitly disclaims beneficial ownership, which reduces governance signalling from this filing alone.
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)
06/30/2025
(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
Hudson Bay Capital Management 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
1,925,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,925,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,925,000.00
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)
8.14 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G75751100
1
Names of Reporting Persons
Sander Gerber
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
1,925,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,925,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,925,000.00
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)
8.14 %
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 Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(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:
TThe information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,660,000 Class A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of Rithm Acquisition Corp. (the "Company") outstanding as of May 9, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on May 9, 2025.
The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
8.14%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
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 4(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.
Hudson Bay Capital Management LP
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, Authorized Signatory
Date:
08/08/2025
Sander Gerber
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, Individually
Date:
08/08/2025
Exhibit Information
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: August 8, 2025
HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
How many Rithm Acquisition (RAC) shares do Hudson Bay and Sander Gerber report owning?
The filing reports 1,925,000 Class A shares beneficially owned by the Reporting Persons.
What percentage of RAC does the reported stake represent?
The reported position represents 8.14% of the Class A ordinary shares based on the stated outstanding share base.
Does the filer claim sole voting or dispositive power over the shares?
No. The filing reports 0 shares with sole voting power and 0 shares with sole dispositive power; 1,925,000 shares are reported as shared voting and dispositive power.
Through what entity are the RAC shares held?
The securities are held in the name of HB Strategies LLC, for which Hudson Bay Capital Management LP serves as investment manager.
Does Sander Gerber assert beneficial ownership of the reported shares?
Mr. Gerber is identified as managing member of the general partner but disclaims beneficial ownership of the reported securities.
