8-K
Rithm Acquisition Corp. (RAC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 26, 2026
Rithm Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | 001-42537 | 98-1832772 |
|---|---|---|
| (State or<br>other jurisdiction of <br><br>incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
799 Broadway**, 8th Floor**
New York, New York
10003
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area
code: (+1) (212) 850-7770
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | RAC.U | New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | RAC | New York Stock Exchange |
| Redeemable<br> warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | RAC.WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01. Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 26, 2026, Rithm Acquisition Corp. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) notifying the Company that it is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”), which requires an NYSE-listed company to maintain a minimum of 300 public stockholders on a continuous basis.
The Company will, within 45 days from the receipt of the Notice, submit a business plan to the NYSE that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE has 45 days to review and determine if the plan reasonably demonstrates the Company’s ability to regain compliance with the minimum listing standards. The Notice has no immediate impact on the listing or trading of the Company’s securities. So long as the NYSE approves the plan, the Company’s securities will continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan. If the Company fails to comply with the business plan or the NYSE does not accept the plan, the NYSE may commence suspension and delisting procedures.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated January 30, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 30, 2026
| RITHM ACQUISITION CORP. | |
|---|---|
| By: | /s/ Varun Wadhawan |
| Name: | Varun Wadhawan |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Rithm Acquisition Corp. Receives NoncomplianceNotice from the New York Stock Exchange Regarding Minimum Public Stockholders
New York, January 30, 2026 — Rithm Acquisition Corp. (the “Company”) announced today that it had received written notice on January 26, 2026 (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”) which requires the Company to maintain a minimum of 300 public stockholders on a continuous basis. In accordance with applicable NYSE procedures, the Company has 45 days from receipt of the Notice to submit a plan that would bring it into compliance with the minimum stockholder requirement by no later than March 12, 2026.
The Company plans to promptly submit a business plan that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.
The Notice has no immediate impact on the Company’s securities and provided the NYSE approves the plan, the Company’s securities will continue to be listed and traded on the NYSE during the 18-month cure period under their existing ticker symbols. Continued listing is subject to the Company’s compliance with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan.
About Rithm Acquisition Corp.
Rithm Acquisition Corp. is a public acquisition vehicle sponsored by an affiliate of Rithm Capital Corp. (“Rithm Capital”) The Company targets 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 also evaluates opportunities relating to digital infrastructure, including opportunities at the convergence of infrastructure and technology. The Company believes that its management team is positioned to drive ongoing value creation post-business combination, as the team has done with multiple prior investments in various sectors over time, and is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for its shareholders.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s intent to submit a plan bring it into compliance with the NYSE listing standards. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on December 19, 2025, and any subsequent filings.
All forward-looking statements are expressly qualified in their entirety by such factors. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Investor Contact:
info@rithmacquisitioncorp1.com
Media Contact:
Gasthalter & Co
(212) 257-4170
rithm@gasthalter.com