Correspondence 0001104659-25-016389 from Rithm Acquisition Corp. (RAC, RAC-UN) (CIK 0002047497) (RAC)
Rithm Acquisition Corp. (RAC, RAC-UN) (CIK 0002047497)
Date: Feb. 24, 2025 · CIK: 0002047497 · Accession: 0001104659-25-016389
AI Filing Summary & Sentiment
File numbers found in text: 333-284671
Referenced dates: February 21, 2025, January 16, 2025
Letter
Re: Rithm Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed February 21, 2025 File No. 333-284671
Derek Dostal
+1 212 450 4322
derek.dostal@davispolk.com Davis Polk & Wardwell llp
450 Lexington Avenue New York, NY 10017
davispolk.com
February 24, 2025
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 Amendment No.1 to Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated February 21, 2025 (the “Comment Letter”). In response to the comment set forth in the Comment Letter, the Company has revised the Registration Statement, has filed an updated Cayman Islands counsel legal opinion set forth in Exhibit 5.2 thereto and is filing an Amendment No. 2 to the Registration Statement on Form S-1 together with this response letter.
The Company has also updated the disclosure on pages 3, 114 and 166 of the Registration Statement in response to Comment 6 provided by the Staff in its letter dated January 16, 2025. In this regard, we confirm on behalf of the Company that other than Rithm Capital Corp. and Michael Nierenberg, no other person or entity has a direct or indirect material interest in the Company’s sponsor vehicle.
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 21,
Exhibits
1. We note the legal opinion from your Cayman Islands counsel, filed as exhibit 5.2, has a number of inappropriate assumptions. For example, in reference to paragraphs 2.8 and 2.10, it is not appropriate for counsel to assume away material facts underlying the opinion or any readily ascertainable facts. Please request that counsel revise the opinion to remove all inappropriate assumptions. For guidance, please refer to Section II.B.3. of Staff Legal Bulletin No. 19.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed an updated legal opinion from the Company’s Cayman Islands counsel 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
Show Raw Text
CORRESP
1
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 24, 2025
Re:
Rithm Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 21, 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 Amendment No.1 to Registration Statement
on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated February 21, 2025
(the “Comment Letter”). In response to the comment set forth in the Comment Letter, the Company has revised the Registration
Statement, has filed an updated Cayman Islands counsel legal opinion set forth in Exhibit 5.2 thereto and is filing an Amendment
No. 2 to the Registration Statement on Form S-1 together with this response letter.
The Company has also updated the disclosure on pages 3, 114 and 166 of the Registration Statement in response to Comment 6 provided by
the Staff in its letter dated January 16, 2025. In this regard, we confirm on behalf of the Company that other than Rithm Capital Corp.
and Michael Nierenberg, no other person or entity has a direct or indirect material interest in the Company’s sponsor vehicle.
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 21,
2025
Exhibits
1.
We note the legal opinion from your Cayman Islands counsel, filed as exhibit 5.2, has a number of inappropriate assumptions. For example, in reference to paragraphs 2.8 and 2.10, it is not appropriate for counsel to assume away material facts underlying the opinion or any readily ascertainable facts. Please request that counsel revise the opinion to remove all inappropriate assumptions. For guidance, please refer to Section II.B.3. of Staff Legal Bulletin No. 19.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed an updated legal opinion from the Company’s Cayman Islands counsel 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