Rithm Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Rithm Acquisition Corp. is a Cayman Islands exempted company organized as a blank check company (SPAC) for the purpose of effecting a merger, share exchange, or asset acquisition. The company is an emerging growth company and a shell company. This report covers the quarter ended June 30, 2025, and the period from inception on November 21, 2024, through June 30, 2025. The company consummated its Initial Public Offering (IPO) on February 28, 2025.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $233,369,576 |
| Cash (Outside Trust) | $819,538 |
| Working Capital | $851,045 |
| Net Income (3 Months Ended June 30, 2025) | $2,342,570 |
| Net Income (Inception to June 30, 2025) | $2,976,521 |
| General & Administrative Expenses (3 Months) | $216,895 |
| Interest Income (3 Months) | $2,559,465 |
| Deferred Underwriting Fee | $8,050,000 |
| Shares Outstanding (Class A Public) | 23,000,000 |
| Shares Outstanding (Class B Founder) | 5,750,000 |
Material Changes and IPO Details
The company completed its IPO on February 28, 2025, selling 23,000,000 Units (including a full 3,000,000 Unit over-allotment) at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously, the Sponsor purchased 660,000 Private Placement Units for $6,600,000. Total transaction costs were $13,307,016, comprising a $4,600,000 cash underwriting fee, an $8,050,000 deferred underwriting fee, and $657,016 in other offering costs. Approximately $230,000,000 was deposited into the Trust Account. The company has not commenced any operations; all activity relates to formation, the IPO, and identifying a target.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that the company currently lacks the liquidity to sustain operations for at least one year from the date of issuance. This raises substantial doubt about the company's ability to continue as a going concern. Management plans to address this by consummating a Business Combination.
- Combination Period: The company must complete a Business Combination within 24 months of the IPO (February 28, 2025), or 27 months if a letter of intent is executed within the first 24 months. Failure to do so will result in liquidation and redemption of public shares.
- Liquidity Support: The Sponsor or affiliates may provide "Working Capital Loans" to fund deficiencies. Up to $1,500,000 of these loans may be convertible into units of the post-combination entity. As of June 30, 2025, there were no outstanding borrowings under these loans.
- Warrants: There are 7,886,667 warrants outstanding (7,666,667 Public and 220,000 Private) with an exercise price of $11.50 per share. Warrants expire five years after the Business Combination or upon liquidation.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate on the $233.4 million held in the Trust Account, as this drives the company's net income.
- Combination Timeline: Confirm the remaining time to complete a Business Combination (deadline is February 28, 2027, or potentially May 28, 2027).
- Redemption Rights: Review the specific terms regarding the 15% redemption limit for public shareholders acting in concert.
- Deferred Fees: Note the $8,050,000 deferred underwriting fee payable only upon a successful Business Combination.
- Going Concern Status: Monitor subsequent filings for any updates on the company's ability to secure working capital or identify a target before the deadline.