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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Nierenberg Michael (Last) (First) (Middle) 799 BROADWAY (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/26/2025	3. Issuer Name and Ticker or Trading Symbol Rithm Acquisition Corp. [ RAC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CHIEF EXECUTIVE OFFICER	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(3)	(3)	Class A ordinary shares	5,675,000(4)	(3)	I	See footnotes(1)(2)

Explanation of Responses:

1. 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")).

2. 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.

3. 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.

4. 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.

	/s/ MICHAEL NIERENBERG	02/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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