Correspondence 0001104659-25-016566 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: 0001104659-25-016566
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File numbers found in text: 333-284671
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CORRESP
1
filename1.htm
February 24, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: 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 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins in the request of Rithm Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 26, 2025, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned wishes to advise you that there were 100 copies of the preliminary prospectus distributed.
The undersigned advises that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By:
/s/ Hanqiong Jin
Name:
Hanqiong Jin
Title:
Managing Director