Correspondence 0001104659-25-015975 from Rithm Acquisition Corp. (RAC, RAC-UN) (CIK 0002047497) (RAC)
Rithm Acquisition Corp. (RAC, RAC-UN) (CIK 0002047497)
Date: Feb. 21, 2025 · CIK: 0002047497 · Accession: 0001104659-25-015975
AI Filing Summary & Sentiment
File numbers found in text: 333-284671
Referenced dates: February 20, 2025
Letter
Derek Dostal
+1 212 450 4322
derek.dostal@davispolk.com
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
February 21,
Re: Rithm Acquisition Corp.
Registration Statement on Form S-1
Filed February 3, 2025
File No. 333-284671
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Isabel Rivera
Mary Beth Breslin
Ladies and Gentlemen:
On behalf of our client, Rithm Acquisition Corp. (the “Company”), this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated February 20, 2025 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing the Registration Statement together with this response letter. The Registration Statement also contains certain additional updates and revisions.
For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Registration Statement.
Registration Statement on Form S-1 filed February 3, 2025
Management, page 155
1. In response to prior comment 5, we note your statement that you do not believe any
potential conflict with Jaws Mustang Acquisition Corporation, a SPAC that is
currently searching for a target, would materially affect your ability to complete your
business combination. Given Ms. Fascitelli's fiduciary duties to your company and
Jaws Mustang Acquisition Corporation, please revise your disclosure to state the basis
of your belief.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 7, 118 and 156 of the Registration Statement to address the Staff’s comment.
Please do not hesitate to contact me at (212) 450-4322 or derek.dostal@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.
Very truly yours,
/s/
Derek Dostal
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filename1.htm
Derek Dostal
+1 212 450 4322
derek.dostal@davispolk.com
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
February 21,
2025
Re:
Rithm Acquisition
Corp.
Registration Statement on Form S-1
Filed February 3, 2025
File No. 333-284671
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Isabel Rivera
Mary Beth Breslin
Ladies and Gentlemen:
On
behalf of our client, Rithm Acquisition Corp. (the “Company”), this letter sets
forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission relating to the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) contained in the Staff’s letter dated February 20, 2025 (the “Comment Letter”). In
response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing the Registration
Statement together with this response letter. The Registration Statement also contains certain additional updates and revisions.
For the convenience of the Staff, each
comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and
captions (other than those in the Staff’s comments) correspond to pages and captions in the Registration Statement.
Registration Statement on Form S-1
filed February 3, 2025
Management, page 155
1.
In response
to prior comment 5, we note your statement that you do not believe any
potential conflict
with Jaws Mustang Acquisition Corporation, a SPAC that is
currently searching
for a target, would materially affect your ability to complete your
business combination.
Given Ms. Fascitelli's fiduciary duties to your company and
Jaws Mustang
Acquisition Corporation, please revise your disclosure to state the basis
of your belief.
Response:
The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 7, 118 and 156 of the Registration
Statement to address the Staff’s comment.
Please do not hesitate to contact me
at (212) 450-4322 or derek.dostal@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional
information.
Very truly yours,
/s/
Derek Dostal
Derek Dostal
cc
Michael Nierenberg, Chairman and
Chief Executive Officer, Rithm Capital Corp.
Philip Sivin, Managing Director
– Chief Counsel, Rithm Capital Corp.
Christian O. Nagler, Kirkland &
Ellis LLP