RAC · Rithm Acquisition Corp. · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“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.”