GS Group & Goldman Sachs & Co. Report 1.25M Shares in RAC

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report beneficial ownership of 1,252,358 Class A ordinary shares of Rithm Acquisition Corp, representing 5.3% of the class. The filing shows no sole voting or dispositive power and instead reports shared voting and shared dispositive power over all 1,252,358 shares.

The disclosure is made on a Schedule 13G and states the shares are held in the ordinary course of business and not to influence control. The filing identifies GS Group as the parent holding company and Goldman Sachs & Co. LLC as the broker-dealer/registered investment adviser subsidiary that holds the reported position, and includes a joint filing agreement and an exhibit clarifying the subsidiary relationship.

Positive

• Beneficial ownership disclosed: 1,252,358 shares reported, providing transparency on institutional holdings
• Stake size is material: 5.3% of the Class A shares, above the 5% reporting threshold
• Clear parent-subsidiary disclosure: Exhibit confirms Goldman Sachs & Co. LLC is the subsidiary holding the securities
• Schedule 13G filing: Indicates the holders classify this position as passive and held in the ordinary course of business

Negative

• No sole voting or dispositive power: Reporting persons state 0 sole voting and dispositive power, limiting direct control influence
• Position is non-controlling: At 5.3%, the stake is material but does not constitute control of the issuer

Insights

Securities Analyst

TL;DR: A passive institutional stake of 5.3% (1,252,358 shares) disclosed; not reported as a control position.

The Schedule 13G shows a material but non-controlling position by The Goldman Sachs Group and its subsidiary. The reported shared voting and dispositive power and the Schedule 13G certification indicate the holders characterize this as passive, ordinary-course ownership rather than an activist or control intent. For investors, a 5.3% stake by a major financial institution may increase liquidity and signal institutional interest without implying governance change. The filing also clarifies the parent-subsidiary ownership chain, which is useful for ownership attribution.

Corporate Governance Expert

TL;DR: Disclosure is routine and compliant; the filing affirms passive intent and clarifies subsidiary ownership.

The document includes a joint filing agreement and Exhibit 99.2 identifying Goldman Sachs & Co. LLC as the operating subsidiary holding the securities. The absence of sole voting or dispositive power and the use of Schedule 13G reinforce that this is a passive stake. From a governance perspective, the position does not alter control dynamics at Rithm Acquisition Corp and does not trigger the governance scrutiny that would accompany an active or controlling investor.

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 included as part of the units, par value $0.0001 per share

(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

THE GOLDMAN SACHS GROUP, INC.

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 1,252,358.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,252,358.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,252,358.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. G75751100

1

Names of Reporting Persons

GOLDMAN SACHS & CO. LLC

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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,252,358.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,252,358.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,252,358.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

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, X1,10003
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)	Title of class of securities: Class A ordinary shares included as part of the units, par value $0.0001 per share
(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: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit (99.2)
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.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name: Abhilasha Bareja
Name/Title:	Attorney-in-fact
Date:	07/31/2025

GOLDMAN SACHS & CO. LLC

Signature:	Name: Abhilasha Bareja
Name/Title:	Attorney-in-fact
Date:	07/31/2025

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares included as part of the units, par value $0.0001 per share, of RITHM ACQUISITION CORP and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: 07/31/2025 THE GOLDMAN SACHS GROUP, INC. By:/s/ Abhilasha Bareja ---------------------------------------- Name: Abhilasha Bareja Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Abhilasha Bareja ---------------------------------------- Name: Abhilasha Bareja Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group.

FAQ

What stake does Goldman Sachs report in Rithm Acquisition Corp (RAC)?

They report beneficial ownership of 1,252,358 Class A ordinary shares, representing 5.3% of the class.

Does Goldman Sachs report voting or dispositive control over the RAC shares?

The filing reports 0 sole voting power and 0 sole dispositive power, with 1,252,358 shares under shared voting and dispositive power.

What form was used to disclose the ownership in RAC?

The position was disclosed on a Schedule 13G, which indicates the holders characterize the position as passive and held in the ordinary course of business.

Which Goldman Sachs entities filed the Schedule 13G for RAC?

The filing was made by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC with a joint filing agreement and an exhibit identifying the subsidiary relationship.

Does the Schedule 13G indicate intent to influence control at RAC?

No. The certification on the Schedule 13G states the securities were not acquired for the purpose of changing or influencing control and are held in the ordinary course of business.