Rithm Acquisition Corp.

Rithm Acquisition Corp._June 30, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42537

Rithm Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1832772
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

799 Broadway, 8^th Floor

New York, New York

(Address of principal executive offices)

+1 (212) 850-7770

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	RAC.U	New York Stock Exchange

Class A ordinary shares included as part of the units	RAC	New York Stock Exchange

Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	RAC.WS	New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 10, 2026, there were 23,660,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

RITHM ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and September 30, 2025		1
Condensed Statements of Operations for the three and nine months ended June 30, 2026, for the three months ended June 30, 2025, and for the period from November 21, 2024 (Inception) through June 30, 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended June 30, 2026, for the three months ended June 30, 2025, and for the period from November 21, 2024 (Inception) through June 30, 2025 (Unaudited)		3
Condensed Statements of Cash Flows for the nine months ended June 30, 2026 and for the period from November 21, 2024 (Inception) through June 30, 2025 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information		25
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Part III. Signatures		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

RITHM ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		September 30,
	2026		2025
	(Unaudited)
ASSETS
Current assets
Cash	$	8,764	$	551,200
Due from related party		—		36,010
Prepaid expenses		52,425		29,437
Short-term prepaid insurance		123,884		187,500
Total current assets		185,073		804,147

Long-term prepaid insurance		—		77,009
Cash held in Trust Account		242,892,937		235,989,097
Total Assets	$	243,078,010	$	236,870,253

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current Liabilities
Accrued expenses	$	23,050	$	51,261
Due to related party		924		—
Total current liabilities		23,974		51,261
Deferred underwriting fee payable		8,050,000		8,050,000
Total Liabilities		8,073,974		8,101,261

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.56 and $10.26 per share as of June 30, 2026 and September 30, 2025, respectively		242,892,937		235,989,097

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2026 and September 30, 2025		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 660,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and September 30, 2025		66		66
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of June 30, 2026 and September 30, 2025		575		575
Additional paid-in capital		—		—
Accumulated deficit		(7,889,542)		(7,220,746)
Total Shareholders’ Deficit