Rithm Acquisition Corp-A 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from November 21, 2024 (inception) through September 30, 2025 OR Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 90days Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ As of March 31, 2025 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of its voting and non-voting common equity held by non-affiliates was $236.6 million. As of December 19, 2025, there were 23,660,000 ClassA ordinary shares, $0.0001 par value and 5,750,000 ClassB ordinary shares, $0.0001 par value, issued and RITHMACQUISITION CORP.ANNUALREPORT ON FORM 10-K TABLE OF CONTENTS Certain TermsiiCautionary Note Regarding Forward-Looking Statements And Risk Factor SummaryivPart I1Item 1.Business1Item 1A.Risk Factors15Item 1B. Unresolved Staff Comments56Item 2.Property57Item 3.Legal Proceedings57Item 4.Mine Safety Disclosures57Part II57Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities57Item 6.[Reserved]58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations58Item 7A.Quantitative and Qualitative Disclosures about Market Risk61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item 9A.Controls and Procedures.61Item 9B. Other Information.62Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62Part III63Item 10.Directors, Executive Officers and Corporate Governance63Item 11.Executive Compensation.70Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters71Item 13.Certain Relationships and Related Transactions, and Director Independence73Item 14.Principal Accountant Fees and Services.74Part IV76Item 15.Exhibits, Financial Statement Schedules76Item 16.Form 10-K Summary77Index to Financial StatementsF-1 CERTAIN TERMS Unless otherwise stated in this Annual Report on Form10-K for the fiscal year ended September 30, 2025 (this“Annual Report”), references to: ●“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amendedfrom time to time; ●“company,” “we,” “us,” “our,” or “our company” are to Rithm Acquisition Corp., a Cayman Islands exemptedcompany; ●“completion window” are to the period of 24months from the closing of the initial public offering in whichwe must complete an initial business combination, or 27months from the closing of the initial public offering if wehave executed