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 business combination. The filing covers the quarter ended December 31, 2025. The Company consummated its Initial Public Offering (IPO) on February 28, 2025, and has not yet commenced operations or generated operating revenue. It is classified as an emerging growth company and a shell company.
Key Financial Metrics
| Metric | Three Months Ended Dec 31, 2025 | As of Dec 31, 2025 |
|---|---|---|
| Net Income | $2,176,758 | - |
| Operating Costs | $271,510 | - |
| Interest Income (Trust Account) | $2,445,755 | - |
| Cash (Outside Trust) | - | $401,091 |
| Cash in Trust Account | - | $238,434,852 |
| Total Assets | - | $239,097,662 |
| Working Capital | - | $530,764 |
| Deferred Underwriting Fees | - | $8,050,000 |
| Accumulated Deficit | - | $(7,489,743) |
Material Changes vs. Prior Period
- Profitability: The Company reported a net income of $2,176,758 for the quarter, a significant shift from the net loss of $46,232 reported for the period from inception (Nov 21, 2024) through Dec 31, 2024. This is primarily driven by $2,445,755 in interest earned on the Trust Account.
- Trust Account Growth: Cash held in the Trust Account increased from $235,989,097 (Sept 30, 2025) to $238,434,852 (Dec 31, 2025) due to accrued interest.
- Operating Expenses: General and administrative costs were $271,510 for the quarter, compared to $46,232 for the inception-to-date period in 2024.
- Share Count: As of February 6, 2026, there were 23,660,000 Class A ordinary shares and 5,750,000 Class B ordinary shares outstanding.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that the Company lacks the liquidity to sustain operations for at least one year from the issuance date without a business combination. This raises substantial doubt about the Company's ability to continue as a going concern.
- Business Combination Deadline: 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 Strategy: To fund working capital deficiencies, the Sponsor or affiliates may provide "Working Capital Loans" up to $1,500,000, which may be convertible into units at $10.00 per unit. As of Dec 31, 2025, no such loans were outstanding.
- Redemption Rights: Public shareholders may redeem their shares for a pro-rata portion of the Trust Account (approx. $10.37 per share as of Dec 31, 2025) upon the completion of a business combination or liquidation.
- Risks: Risks include the inability to complete a business combination, the potential for warrants to expire worthless, and the Sponsor's limited ability to indemnify the Trust Account against third-party claims.
Investor Verification Checklist
- Verify the current balance of the Trust Account and the per-share redemption value, which fluctuates with interest rates.
- Confirm the timeline for the mandatory liquidation date (24 or 27 months from Feb 28, 2025).
- Review the status of any potential target company negotiations or letters of intent.
- Assess the Sponsor's financial capacity to fund working capital loans if the Company requires additional liquidity before a merger.
- Check for any amendments to the charter regarding the combination period or redemption rights.