SCHEDULE: Rithm Acquisition Corp: Sponsor Discloses 21.5% Stake

Rithm Acquisition Corp Sponsor LLC, Rithm Capital Corp., and Michael Nierenberg collectively reported beneficial ownership of 21.5% of Rithm Acquisition Corp.'s Class A Ordinary Shares as of September 30, 2025.

Summary

• Rithm Acquisition Corp Sponsor LLC, Rithm Capital Corp., and Michael Nierenberg collectively reported beneficial ownership of 6,335,000 shares of Rithm Acquisition Corp.'s Class A and Class B ordinary shares.
• This represents 21.5% of the total Class A and Class B ordinary shares issued and outstanding.
• The ownership includes 5,675,000 Class B ordinary shares, which are automatically convertible into Class A ordinary shares upon the initial business combination, and 660,000 Class A ordinary shares from private placement units.
• Rithm Acquisition Sponsor LLC is the record holder and is controlled by Rithm Capital Corp. and Michael Nierenberg, who serves as CEO, Chairman of the Board, and President of Rithm Capital Corp.
• The reporting persons disclaim beneficial ownership except for their pecuniary interest.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of significant insider ownership. The substantial stake held by the sponsor and its affiliates can be viewed positively as it aligns their interests with the company's performance, though it also represents concentrated control.

Positives

• Significant insider ownership (21.5%) by the sponsor and its affiliates, including the CEO, indicates strong alignment of interests with the company's future success and potential business combination.

Risks

• Concentrated ownership by the sponsor and its affiliates could potentially influence corporate decisions in ways that may not always align with minority shareholders' interests.
• The Class B shares held by the sponsor are convertible into Class A shares upon business combination, which could lead to dilution for existing Class A shareholders at that time.

Industry Context

This filing is a standard disclosure of significant beneficial ownership by a sponsor and its affiliates in a Special Purpose Acquisition Company (SPAC). Such ownership structures are typical for SPACs, where the sponsor takes a substantial stake to align its interests with the company's success in identifying and completing a business combination.

Related Party Transactions

• Rithm Acquisition Sponsor LLC is controlled by Rithm Capital Corp., an affiliate of the Issuer, and Michael Nierenberg, who is CEO, Chairman, and President of Rithm Capital Corp. This establishes a related party relationship regarding the beneficial ownership.

Stakeholder Impact

• Shareholders: The significant ownership by the sponsor and its affiliates ensures alignment of interests but also implies concentrated voting power. The conversion of Class B shares to Class A upon business combination could lead to dilution for existing Class A shareholders.

Next Steps

• The Class B ordinary shares held by the sponsor are automatically convertible into Class A ordinary shares at the time of the Issuer's initial business combination.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of beneficial ownership by the sponsor and its affiliates in Rithm Acquisition Corp. The reported 21.5% stake is typical for a SPAC sponsor and indicates alignment of interests. There are no new material financial or operational details that would warrant a change in investment thesis based solely on this filing. Investors should continue to monitor the company's progress towards an initial business combination.

Keywords

Rithm Acquisition Corp, Schedule 13G, Beneficial Ownership, Sponsor, Rithm Capital Corp, Michael Nierenberg, Class A Ordinary Shares, Class B Ordinary Shares, SEC Filing, Insider Ownership, Equity Stake