{"url_path":"/sec/rac-wt/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2047497/0001104659-26-059443-index.html","accession_number":"0001104659-26-059443","cik":"0002047497","ticker":"RAC","issuer_name":"Rithm Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2047497/0001104659-26-059443-index.html","primary_entity_key":"0002047497","primary_entity_name":"Rithm Acquisition Corp."},"word_count":494,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nUnregistered Sales\n\nOn November 26, 2024, our sponsor paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 5,750,000 founder shares, or approximately $0.004 per share. Prior to the initial public offering, our sponsor transferred 25,000 of our founders shares to each of our three independent directors at the same per-share purchase price that our sponsor paid. Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share price was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.\n\nWith certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom are subject to the same transfer restrictions) until the earliest of (A) 180 days after the completion of our initial Business Combination and (B) subsequent to our initial Business Combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.\n\nSimultaneously with the closing of the initial public offering, we consummated the sale of 660,000 private placement units, at a price of $10.00 per unit, in a private placement to our sponsor, generating gross proceeds of $6,600,000. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The private placement units are identical to the units sold in the initial public offering, except that the private placement warrants included in those units will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, will be non-redeemable and will be exercisable on a cashless basis and have certain registration rights.\n\n​\n\n24\n\n[Table of Contents](#TOC)\n\nNo underwriting discounts or commissions were paid with respect to such sales. The issuance of the securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n​\n\nUse of Proceeds\n\nOf the $236,600,000 in proceeds we received from our initial public offering and the sale of the private placement units, a total of $230,000,000, including $8,050,000, payable to the underwriters for deferred underwriting commissions, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.\n\nThere has been no material change in the planned use of proceeds from such use as described in the Company’s final registration statement (File No. 333-284671), dated February 24, 2025, which was declared effective by the SEC on February 26, 2025.\n\n​"}