Rithm Acquisition Corp.

Previous 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.

Current wording

As of March 31, 2026, we held cash of $155,428, current liabilities of $71,598, 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

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.

Current wording

For the three months ended March 31, 2026, we had a net income of $2,016,860, which consisted of interest earned on cash held in Trust Account of $2,219,181 and interest earned on cash in bank of $2,981, offset by general and administrative costs of $205,302.

Previous wording

For the three months ended December 31, 2025, cash used in operating activities was $150,109. Net income of $2,176,758 was affected by interest earned on cash held in Trust Account of $2,445,755. Changes in operating assets and liabilities provided $118,888 of cash for operating activities.

Current wording

For the six months ended March 31, 2026, cash used in operating activities was $395,772. Net income of $4,193,618 was increased by $606 of general and administrative costs paid by a related party on behalf of the Company and was reduced by interest earned on cash held in Trust Account of $4,664,936. Changes in operating assets and liabilities provided $74,940 of cash for operating activities.

Previous 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.

Current wording

For the period from November 21, 2024 (inception) through March 31, 2025, cash used in operating activities was $378,913. Net income of $633,951 was increased 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 $70,801, and was reduced by interest earned on cash held in Trust Account of $810,111. Changes in operating assets and liabilities used $283,566 of cash for operating activities.

Previous 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.

Current wording

As of March 31, 2026, we had cash held in Trust Account of $240,654,033 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 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.

Current wording

As of March 31, 2026, we had cash of $155,428. 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 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.

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 condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, if the Company is unable to complete an Initial Business Combination by February 28, 2027, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution and liquidity concerns 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 condensed 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 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.

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