Rithm Acquisition Corp. Files S-1 for Blank Check Company

TL;DR

Rithm Acquisition Corp. (RITM) just filed its S-1, gearing up to be a SPAC. Watch for potential deals.

AI Summary

Rithm Acquisition Corp. filed an S-1 registration statement with the SEC on February 3, 2025. The company, incorporated in the Cayman Islands, is a blank check company focused on real estate and construction. Its principal executive offices are located at 799 Broadway, 8th Floor, New York, NY 10003, with a phone number of (212) 850-7770. Michael Nierenberg serves as Chairman and Chief Executive Officer.

Why It Matters

This S-1 filing indicates Rithm Acquisition Corp. is preparing to go public as a special purpose acquisition company (SPAC), potentially leading to a future merger or acquisition.

Risk Assessment

Risk Level: medium — As a blank check company, Rithm Acquisition Corp. has no operating history or revenue, making its future success entirely dependent on a future acquisition target.

Key Numbers

• 20250203 — Filing Date (Indicates the date the S-1 was officially submitted to the SEC.)

Key Players & Entities

• Rithm Acquisition Corp. (company) — Registrant
• Michael Nierenberg (person) — Chairman and Chief Executive Officer
• 799 Broadway, 8th Floor, New York, New York 10003 (location) — Principal executive offices
• 6770 (number) — Primary Standard Industrial Classification Code
• 333-284671 (number) — SEC File Number

FAQ

Key Financial Figures

• $200,000,000 — UARY 3, 2025 PRELIMINARY PROSPECTUS $200,000,000 Rithm Acquisition Corp. 20,000,000
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $0.0001 — f one Class A ordinary share, par value $0.0001 and one-third of one redeemable warrant
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms
• $6,000,000 — nit, for an aggregate purchase price of $6,000,000 (or up to $6,600,000 if the underwriter
• $6,600,000 — purchase price of $6,000,000 (or up to $6,600,000 if the underwriters' over-allotment opt
• $25,000 — nt director nominees were purchased for $25,000, or approximately $0.004 per share, whi
• $0.004 — purchased for $25,000, or approximately $0.004 per share, which, as further described
• $20,000 — uding but not limited to the payment of $20,000 per month to our sponsor for office spa
• $1,500,000 — l business combination, including up to $1,500,000 of loans convertible into private place
• $7.59 — ull Exercise of Over-Allotment Option $7.59 $ 7.01 $ 2.99 $ 6.04 $ 3.96
• $7.58 — No Exercise of Over-Allotment Option $7.58 $ 6.99 $ 3.01 $ 6.02 $ 3.98
• $0.35 — 9.45 $ 189,000,000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregat
• $7,000,000 — 000 (1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the
• $8,050,000 — nit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters' o

Filing Documents

• tm2431051-3_s1.htm (S-1) — 2488KB
• tm2431051d4_ex1-1.htm (EX-1.1) — 254KB
• tm2431051d4_ex3-1.htm (EX-3.1) — 315KB
• tm2431051d4_ex3-2.htm (EX-3.2) — 265KB
• tm2431051d4_ex4-1.htm (EX-4.1) — 21KB
• tm2431051d4_ex4-2.htm (EX-4.2) — 18KB
• tm2431051d4_ex4-3.htm (EX-4.3) — 26KB
• tm2431051d4_ex4-4.htm (EX-4.4) — 112KB
• tm2431051d4_ex5-1.htm (EX-5.1) — 14KB
• tm2431051d4_ex10-1.htm (EX-10.1) — 90KB
• tm2431051d4_ex10-2.htm (EX-10.2) — 117KB
• tm2431051d4_ex10-3.htm (EX-10.3) — 46KB
• tm2431051d4_ex10-4.htm (EX-10.4) — 104KB
• tm2431051d4_ex10-5.htm (EX-10.5) — 18KB
• tm2431051d4_ex10-6.htm (EX-10.6) — 25KB
• tm2431051d4_ex10-7.htm (EX-10.7) — 45KB
• tm2431051d4_ex10-8.htm (EX-10.8) — 47KB
• tm2431051d4_ex21-1.htm (EX-21.1) — 1KB
• tm2431051d4_ex23-1.htm (EX-23.1) — 2KB
• tm2431051d4_ex99-1.htm (EX-99.1) — 3KB
• tm2431051d4_ex99-2.htm (EX-99.2) — 2KB
• tm2431051d4_ex-filingfees.htm (EX-FILING FEES) — 24KB
• tm2431051d4_ex3-1img01.jpg (GRAPHIC) — 4KB
• tm2431051d4_ex3-1img02.jpg (GRAPHIC) — 1KB
• tm2431051d4_ex3-1img03.jpg (GRAPHIC) — 7KB
• tm2431051d4_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-008685.txt ( ) — 4061KB

RISK FACTORS

RISK FACTORS 48 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 98

USE OF PROCEEDS

USE OF PROCEEDS 100 DIVIDEND POLICY 103

DILUTION

DILUTION 104 CAPITALIZATION 108

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 109 PROPOSED BUSINESS 114 EFFECTING OUR INITIAL BUSINESS COMBINATION 133 REDEMPTIONS IN CONNECTION 145 MANAGEMENT 155 PRINCIPAL SHAREHOLDERS 165 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 169

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 171 SECURITIES ELIGIBLE FOR FUTURE SALE 193 TAXATION 200

UNDERWRITING

UNDERWRITING 210 LEGAL MATTERS 220 EXPERTS 221 WHERE YOU CAN FIND ADDITIONAL INFORMATION 222 INDEX TO FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i TABLE OF CONTENTS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "assets under management" or "AUM" represent the assets for which Rithm provides investment management, advisory or certain other investment-related services and a proportionate amount of the AUM reported by Sculptor Capital Management, Inc. ("Sculptor"). This is generally equal to the sum of (i) net asset value of the funds, (ii) uncalled capital commitments, (iii) total capital commitments for certain real estate funds and (iv) par value of collateralized loan obligations ("CLOs"). This calculation of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts managed and is not calculated pursuant to regulatory definitions; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "company," "we," "us," "our," or "our co

View Full Filing

View this S-1 filing on SEC EDGAR