Correspondence 0001104659-25-016508 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: 0001104659-25-016508
AI Filing Summary & Sentiment
File numbers found in text: 333-284671
Letter
Division of Corporation Finance Office of Real Estate & Construction Ms. Mary Beth Breslin Re: Rithm Acquisition Corp. Registration Statement on Form S-1 Registration No. 333-284671
Dear Ms. Rivera and Ms. Breslin:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Standard Time on February 26, 2025 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.
Please do not hesitate to contact Derek J. Dostal of Davis Polk & Wardwell LLP at (212) 450-4322 with any questions or comments with respect to this letter.
Sincerely,
Rithm Acquisition Corp.
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Rithm Acquisition Corp.
799 Broadway, 8th Floor
New York, New York 10003
February 24, 2025
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attn: Ms. Isabel Rivera
Ms. Mary Beth Breslin
Re:
Rithm Acquisition Corp.
Registration Statement on Form S-1
Registration No. 333-284671
Dear Ms. Rivera and Ms. Breslin:
Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so
that it will be declared effective at 4:00 p.m. Eastern Standard Time on February 26, 2025 or as soon thereafter as is practicable. By
separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.
Please do not hesitate to contact Derek J. Dostal of Davis Polk &
Wardwell LLP at (212) 450-4322 with any questions or comments with respect to this letter.
Sincerely,
Rithm Acquisition Corp.
By:
/s/ Varun Wadhawan
Name:
Varun Wadhawan
Title:
Chief Financial Officer
Via EDGAR
CC: Michael Nierenberg, Chairman and Chief Executive Officer, Rithm
Acquisition Corp.
Philip Sivin, Managing Director – Chief Counsel, Rithm Capital
Corp.
Derek J. Dostal, Davis Polk & Wardwell LLP
Christian O. Nagler, Kirkland & Ellis LLP