UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO SECTION ~~Section~~ 13 or OR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~April~~ January 2126, ~~2025~~2026

~~RITHM~~Rithm ~~ACQUISITION~~Acquisition ~~CORP~~Corp.

(Exact Name of Registrant as Specified in ~~its~~Its Charter)

Cayman Islands	001-42537	98-1832772
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~I.R.S.~~IRS Employer Identification No.)
799 Broadway, 8th Floor New York, New York		10003
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant's~~799 ~~telephone number~~Broadway, ~~including~~8th ~~area code: +1 212 850 7770~~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 ~~(see General Instruction A.2. below)~~:

¨	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, 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 included as part of the units	RAC	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	RAC	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	RAC.WS	New York Stock Exchange
Redeemable 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 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~April 21~~January 26, ~~2025~~2026, Rithm Acquisition Corp. (the “Company”)~~, a~~ ~~blank~~received ~~check~~a ~~company,~~notice ~~announced that the holders of the Company’s units~~ (the “~~Units~~Notice”) ~~may~~from ~~elect to separately trade~~ the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units commencing on April 21, 2025. Each Unit consists of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) ~~under~~ notifying the ~~symbol~~Company ~~“RAC.U”. Any underlying Class A ordinary shares and warrants~~ that ~~are~~it ~~separated~~is ~~will~~not ~~trade~~in oncompliance ~~the~~with ~~NYSE under the symbols “RAC” and “RAC~~Section 802.~~WS,”~~01B ~~respectively. No fractional warrants will be issued upon separation~~ of the ~~Units~~NYSE ~~and~~Listed ~~only~~Company ~~whole~~Manual ~~warrants~~(the ~~will~~“Listing ~~trade.~~Rule”), ~~Holders~~which ofrequires ~~Units~~an ~~will~~NYSE-listed ~~need~~company to ~~have~~maintain ~~their~~a ~~brokers~~minimum ~~contact~~of ~~Continental~~300 ~~Stock~~public ~~Transfer~~stockholders &on ~~Trust~~a ~~Company,~~continuous ~~the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants~~basis.

AThe ~~copy~~Company will, within 45 days from the receipt of the ~~press~~Notice, ~~release~~submit ~~issued~~a business plan to the NYSE that demonstrates how the Company expects to return to compliance with the Listing Rule within by18 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 ~~announcing~~ability to regain compliance with the ~~separate~~minimum listing standards. The Notice has no immediate impact on the listing or trading of the Company’s securities. ~~underlying~~So long as the ~~Units~~NYSE isapproves ~~attached~~the ~~hereto~~plan, asthe ~~Exhibit~~Company’s 99securities 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.1 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, ~~April~~dated 21January 30, ~~2025~~2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~1

~~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.~~SIGNATURE

	RITHM ACQUISITION CORP.
Date: April 21, 2025	By:	/s/ Varun Wadhawan
		Name:	Varun Wadhawan
		Title:	Chief Financial Officer

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

Filing Compare · Rithm Acquisition Corp.