RAC

Business Context and Reporting Period

Rithm Acquisition Corp. (RAC) is a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC) formed on November 21, 2024. The company is sponsored by Rithm Acquisition Corp Sponsor LLC, an affiliate of Rithm Capital Corp., a global asset manager focused on real estate, credit, and financial services. RAC intends to effect an initial business combination with targets in the financial services, real estate, or digital infrastructure sectors.

This Form 10-K covers the period from inception (November 21, 2024) through September 30, 2025. The company consummated its Initial Public Offering (IPO) on February 28, 2025, and has not yet commenced operations other than organizational activities and the search for a target business.

Key Financial Metrics

The company generated no operating revenue. Net income was primarily derived from interest earned on cash held in the Trust Account ($5,989,097). The company reported a working capital surplus of $752,886 as of September 30, 2025.

Material Changes and Capital Structure

Since inception, the most significant event was the IPO on February 28, 2025, where the company sold 23,000,000 units (including a full 3,000,000 unit over-allotment exercise) 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.

Of the IPO proceeds, $230,000,000 was deposited into the Trust Account. Transaction costs totaled $13,307,016, comprising a $4,600,000 cash underwriting fee, $8,050,000 in deferred underwriting fees, and $657,016 in other offering costs. The company has incurred no material changes to its capital structure since the IPO closing.

Outlook, Risks, and Management Commentary

Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern. The company lacks sufficient liquidity to sustain operations for at least one year from the issuance of financial statements without completing a business combination or raising additional capital. Management plans to address this by consummating a business combination within the "completion window" (24 months from IPO, extendable to 27 months).

Guidance: The company has no specific financial guidance as it has no operating history. It must complete a business combination with a target having a fair market value of at least 80% of the net assets in the Trust Account (excluding deferred fees and taxes).

Risks:

• Liquidity Risk: Reliance on working capital loans from the sponsor (up to $1.5 million convertible) to fund operations.
• Redemption Risk: Public shareholders may redeem shares for cash upon a business combination, potentially reducing funds available for the transaction.
• Trust Account Claims: While the sponsor has agreed to indemnify the Trust Account against third-party claims, there is no guarantee the sponsor has sufficient assets to satisfy such obligations.
• Regulatory Risk: Potential CFIUS review if the target involves foreign interests, given the sponsor's ties to non-U.S. persons.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance of $235,989,097 and the per-share redemption value (approx. $10.26 as of Sept 30, 2025).
• Completion Deadline: Confirm the exact expiration date of the 24-month completion window (February 28, 2027) and any potential extension mechanisms.
• Sponsor Indemnity: Assess the financial capacity of Rithm Acquisition Corp Sponsor LLC to fulfill its indemnification obligations if third-party claims reduce the Trust Account below $10.00 per share.
• Working Capital: Monitor the $551,200 cash balance outside the Trust Account and the status of any working capital loans from the sponsor.
• Deferred Fees: Note the $8,050,000 deferred underwriting fee payable only upon a successful business combination.