Rithm Acquisition Corp.

Previous wording

We are a blank check company incorporated on November 21, 2024 as a Cayman Island exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

Current wording

We are a blank check company incorporated on November 21, 2024 as a Cayman Island exempted company and formed for the purpose of effectuating an initial Business Combination. We intend to effectuate our initial Business Combination using cash from the proceeds of the initial public offering and the private placement of the Private Placement Units (as defined below), the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

Previous wording

On February 28, 2025, we consummated our Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously 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 Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $6,600,000.

Current wording

On February 28, 2025, we consummated our initial public offering of 23,000,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously 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 Private Placement unit, in a private placement to the sponsor, generating gross proceeds of $6,600,000.

Previous wording

We incurred offering costs of $13,307,016, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $657,016 of other offering costs.

Current wording

We incurred offering costs of $13,307,016, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees, and $657,016 of other offering costs.

Previous wording

As of June 30, 2025, we held cash of $819,538, current liabilities of $177,433, and deferred underwriting fees payable of $8,050,000. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.

Current wording

As of December 31, 2025, we held cash of $401,091, current liabilities of $101,912, and deferred underwriting fees payable of $8,050,000. Further, we expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure our public shareholders that our plans to complete an initial Business Combination will be successful.

Previous wording

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from November 21, 2024 (inception) through June 30, 2025 were organizational activities and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on cash and investments held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from November 21, 2024 (inception) through December 31, 2025 were organizational activities and identifying and evaluating a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

Previous wording

For the three months ended June 30, 2025, we had a net income of $2,342,569, which consists of interest income on cash held in Trust Account of $2,559,465, offset by general and administrative costs of $216,896.

Current wording

For the three months ended December 31, 2025, we had a net income of $2,176,758, which consisted of interest earned on cash held in Trust Account of $2,445,755 and interest earned on cash in bank of $2,513, offset by general and administrative costs of $271,510.

Previous wording

For the period from November 21, 2024 (inception) through June 30, 2025, we had a net income of $2,976,521, which consists of interest income on cash held in Trust Account of $3,369,576, offset by general and administrative costs of $393,055.

Current wording

For the period from November 21, 2024 (inception) through December 31, 2024, we had a net loss of $46,232, which consisted of general and administrative costs.

Previous wording

Following closing of the Initial Public Offering, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred $13,307,016 in Initial Public Offering related costs, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $657,016 of other offering costs.

Current wording

Following closing of the initial public offering, and the sale of the Private Placement units, a total of $230,000,000 was placed in the Trust Account. We incurred $13,307,016 in initial public offering related costs, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees, and $657,016 of other offering costs.

Previous wording

For the period from November 21, 2024 (inception) through June 30, 2025, cash used in operating activities was $525,833. Net income of $2,976,521 was affected by interest earned on cash held in Trust Account of $3,369,576, general and administrative costs paid through issuance of Class B ordinary shares of $10,012, and general and administrative costs paid through promissory note - related party of $70,801. Changes in operating assets and liabilities used $213,591 of cash for operating activities.

Current wording

For the period from November 21, 2024 (inception) through December 31, 2024, cash used in operating activities was $0. Net loss of $46,232 was affected by general and administrative costs paid through issuance of Class B ordinary shares of $10,012, and general and administrative costs paid through promissory note - related party of $10,420. Changes in operating assets and liabilities provided $25,800 of cash for operating activities.

Previous wording

accounts). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of December 31, 2025, we had cash held in Trust Account of $238,434,852 to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2025, we had cash of $819,538. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of December 31, 2025, we had cash of $401,091. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Financial Presentation - Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous wording

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Current wording

The underwriters were paid a cash underwriting discount of $0.20 per unit, or $4,600,000 in the aggregate, upon the closing of the initial public offering and full exercise of the over-allotment option. In addition, $0.35 per unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.