Rithm Acquisition Corp. — Director's Dealing 2025

Feb 26, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Rithm Acquisition Corp. (RAC)
CIK: 0002047497
Period of Report: 2025-02-26

Reporting Person: Nierenberg Michael (Director, CHIEF EXECUTIVE OFFICER)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B ordinary shares	$		Class A ordinary shares (5675000)		Indirect

Footnotes

F1: The Class B Ordinary shares are owned directly by Rithm Acquisition Corp Sponsor LLC (the "Sponsor"). The Sponsor is controlled by Rithm Capital Corp. ("Rithm") and Mr. Michael Nierenberg (the "reporting person"), as a result of his role as chief executive officer, chairman of the board and president of Rithm. As a result, each of the Sponsor, Rithm and the reporting person may be deemed to have beneficial ownership of the Class B ordinary shares and the Private Placement Units (as defined below) (including the Private Placement Shares (as defined below) included in such units) held by our Sponsor. The reporting person will own approximately 25% of the Class B LLC interests in the Sponsor ((which represent the economic rights attributable to the founder share, as described in the issuer's registration statement on Form S-1 (File No. 333-284671) (the "Registration Statement")).

F2: The reporting person under this Form 3 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that the reporting person is the beneficial owner of any Class B ordinary share covered by this Form 3.

F3: Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights.

F4: The Class B ordinary shares reported herein include up to 750,000 Class B ordinary shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option, as described in the Registration Statement. The over-allotment option of the underwriters expires 45-day from the date of the final prospectus related to the issuer's initial public offering.