Rithm Acquisition Corp - 2026年季度报告

RITHMACQUISITION CORP. FORM10-Q FOR THE QUARTER ENDED DECEMBER 31, 2025 PartI. Financial Information1Item1. Interim Financial Statements1Condensed Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 20251Condensed Statements of Operations for the threemonths ended December 31, 2025 and for the periodfrom November21, 2024 (Inception) through December 31, 2024 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the threemonths ended December 31,2025 and for the period from November21, 2024 (Inception) through December 31, 2024 (Unaudited)3Condensed Statements of Cash Flows for thethree months ended December 31, 2025 and the periodfrom November21, 2024 (Inception) through December 31, 2024 (Unaudited)4Notesto Condensed Financial Statements (Unaudited)5Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item3. Quantitative and Qualitative Disclosures Regarding Market Risk23Item4. Controls and Procedures23PartII. Other Information24Item1. Legal Proceedings24Item1A. Risk Factors24Item2. Unregistered Sales of Equity Securities and Use of Proceeds24Item3. Defaults Upon Senior Securities25Item4. Mine Safety Disclosures25Item5. Other Information25Item6. Exhibits26PartIII. Signatures27 PARTI- FINANCIALINFORMATION RITHMACQUISITION CORP.CONDENSED BALANCE SHEETS (1)The Company has considered the effect of the 750,000 Class B ordinary shares subject to forfeiture that wereexcluded from the weighted average number of shares calculation as they were contingent upon the exercise ofover-allotment option by the underwriters. At the closing of the Company’s initial public offering on February 28, RITHMACQUISITION CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’DEFICIT RITHM ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE1.DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rithm Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a CaymanIslands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses or entities (the “Business As of December31, 2025, the Company had not commenced any operations. All activity for the period fromNovember21, 2024 (inception) through December31, 2025 relates to the Company’s formation, the initial publicoffering (the “initial public offering”), which is described below, and, subsequent to the initial public offering,identifying a target company for a Business Combination. The Company will not generate any operating revenues until The registration statement for the Company’s initial public offering was declared effective on February26, 2025. OnFebruary28, 2025, the Company consummated the initial public offering of 23,000,000 units (the “units” and, withrespect to the ClassA ordinary shares included in the units being offered, the “Public Shares”), which included the fullexercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, at $10.00 per unit, Simultaneously with the closing of the initial public offering, the Company consummated the sale of 660,000 privateunits (the “Private Placement units”), at a price of $10.00 per Private Placement unit, in a private placement to theCompany’s sponsor, Rithm Acquisition Corp sponsor LLC (the “sponsor”), generating gross proceeds of $6,600,000,which is described in Note4. Each Private Placement unit consists of one ClassA ordinary share and one-third of oneredeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each Transaction costs amounted to $13,307,016, consisting of $4,600,000 of cash underwriting fees, $8,050,000 ofdeferred underwriting fees, and $657,016 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of theinitial public offering and the sale of Private Placement units, although substantially all of the net proceeds areintended to be applied generally toward consummating a Business Combination. There is no assurance that theCompany will be able to complete a Business Combination successfully. The Company must complete one or moreinitial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the TrustAccount (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the Following the closing of the initial public offering, on February28, 2025, an amount of $230,000,000 ($10.00 per unit)from the net proceeds of the sale of the units, and a portion of the net proceeds from the sale of the Private Placementunits, was placed in the trust account (“Trust Account”), located in the United States, with Continental StockTransfer& Trust Company acting as trustee, and will be held in cash, including in demand deposit accoun