Rithm Acquisition Corp. Launches $200 Million SPAC IPO

Rithm Acquisition Corp., a special purpose acquisition company (SPAC) sponsored by an affiliate of Rithm Capital Corp., has announced the pricing of its initial public offering (IPO). The company is set to raise $200 million by offering 20 million units at a price of $10.00 per unit. Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share, subject to adjustment.

The units will be listed on the New York Stock Exchange and trade under the ticker symbol "RAC.U" starting February 27, 2025. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the New York Stock Exchange under the symbols "RAC" and "RAC.WS," respectively.

Citigroup Global Markets Inc., BTIG, LLC, and UBS Investment Bank are serving as the joint book-running managers for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

Rithm Acquisition Corp. is a public acquisition vehicle targeting companies in the financial services and real estate sectors, where its management and Rithm Capital have extensive investment and operational experience. In addition, the Company expects to evaluate opportunities relating to digital infrastructure, including opportunities at the convergence of infrastructure and technology.

Rithm Capital Corp., the global asset manager focused on real estate, credit, and financial services, makes direct investments and operates several wholly-owned operating businesses. Rithm Capital's businesses include Sculptor Capital Management, Inc., an alternative asset manager, as well as Newrez LLC and Genesis Capital LLC, leading mortgage origination and servicing platforms.

The high-profile underwriting team of Citigroup, BTIG, and UBS suggests strong institutional backing despite the challenging SPAC market environment. Recent quarters have seen numerous SPACs struggle to find suitable targets or facing significant redemptions upon deal announcement. For investors, this represents a pure "management bet" at this stage, with the true value proposition hinging entirely on the quality of acquisition Rithm eventually secures within the typical 18-24 month window.

The 1/3 warrant structure is somewhat less generous than some SPACs offering 1/2 or full warrants per unit, potentially indicating management's confidence in delivering shareholder value through the eventual business combination rather than needing to attract investors with more favorable terms. Notably absent from this announcement is any specific target industry focus, leaving Rithm with a broad mandate but providing minimal guidance to potential investors regarding management's expertise or strategic direction.