RAC 10-K & 10-Q changes, risk factors and insider trading
Rithm Acquisition Corp. (also RAC-UN, RAC-WT) · NYSE · Blank Checks · CIK 2047497 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Form on Form 10-K filed with the SEC on December 19, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Form on Form 10-K filed with the SEC on December 19, 2025, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
For the period from November 21, 2024 (inception) throughsee in full comparisonMarchJune31,30, 2025, cash used in operating activities was$378,913.$525,833. Net income of$633,951$2,976,521 wasincreasedaffected by interest earned on cash held in Trust Account of $3,369,576, general and administrative costs paid through issuance of Class B ordinary shares of$10,012$10,012, and general and administrative costs paid through promissory note - related party of$70,801, and was reduced by interest earned on cash held in Trust Account of $810,111.$70,801. Changes in operating assets and liabilities used$283,566$213,591 of cash for operating activities.
“For the period from November 21, 2024 (inception) through June 30, 2025, we had a net income of $2,976,521, which consisted of interest income on cash held in Trust Account of $3,369,576 and interest earned on cash in bank of $4,999, offset by general and administrative costs of $398,054.”see in full comparison
“For the six months ended March 31, 2026, we had a net income of $4,193,618, which consisted of interest earned on cash held in Trust Account of $4,664,936 and interest earned on cash in bank of $5,494, offset by general and administrative costs of $476,812.”see in full comparison
For thesee in full comparisonperiodninefrommonthsNovemberended21,June202430,(inception) through March 31, 2025,2026, we had a net income of$633,951,$6,235,044, whichconsistsconsisted of interestincomeearned on cash held in Trust Account of$810,111$6,903,840 and interest earned on cash in bank of$1,528,$6,213, offset by general and administrative costs of$177,688.$675,009.
For thesee in full comparisonsixnine months endedMarchJune31,30, 2026, cash used in operating activities was$395,772.$542,436. Net income of$4,193,618$6,235,044 was increased by$606$36,934 of general and administrative costs paid by a related party on behalf of the Company and was reduced by interest earned on cash held in Trust Account of$4,664,936.$6,903,840. Changes in operating assets and liabilities provided$74,940$89,426 of cash for operating activities.
For the three months endedsee in full comparisonMarchJune31,30, 2025, we had a net income of$680,183,$2,342,570, whichconsistsconsisted of interest income on cash held in Trust Account of$810,111$2,559,465 and interest earned on cash in bank of$1,528,$3,471, offset by general and administrative costs of$131,456.$220,366.
Full comparison: every changed paragraph (13)
As of MarchJune 31,30, 2026, we held cash of $155,428,$8,764, current liabilities of $71,598,$23,974, and deferred underwriting fees payable of $8,050,000. Further, we expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure our public shareholders that our plans to complete an initial Business Combination will be successful.
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from November 21, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities and identifying and evaluating a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination.
For the three months ended MarchJune 31,30, 2026, we had a net income of $2,016,860,$2,041,426, which consisted of interest earned on cash held in Trust Account of $2,219,181$2,238,904 and interest earned on cash in bank of $2,981,$719, offset by general and administrative costs of $205,302.$198,197.
For the six months ended March 31, 2026, we had a net income of $4,193,618, which consisted of interest earned on cash held in Trust Account of $4,664,936 and interest earned on cash in bank of $5,494, offset by general and administrative costs of $476,812.
For the three months ended MarchJune 31,30, 2025, we had a net income of $680,183,$2,342,570, which consistsconsisted of interest income on cash held in Trust Account of $810,111$2,559,465 and interest earned on cash in bank of $1,528,$3,471, offset by general and administrative costs of $131,456.$220,366.
For the periodnine frommonths Novemberended 21,June 202430, (inception) through March 31, 2025,2026, we had a net income of $633,951,$6,235,044, which consistsconsisted of interest incomeearned on cash held in Trust Account of $810,111$6,903,840 and interest earned on cash in bank of $1,528,$6,213, offset by general and administrative costs of $177,688.$675,009.
For the period from November 21, 2024 (inception) through June 30, 2025, we had a net income of $2,976,521, which consisted of interest income on cash held in Trust Account of $3,369,576 and interest earned on cash in bank of $4,999, offset by general and administrative costs of $398,054.
For the sixnine months ended MarchJune 31,30, 2026, cash used in operating activities was $395,772.$542,436. Net income of $4,193,618$6,235,044 was increased by $606$36,934 of general and administrative costs paid by a related party on behalf of the Company and was reduced by interest earned on cash held in Trust Account of $4,664,936.$6,903,840. Changes in operating assets and liabilities provided $74,940$89,426 of cash for operating activities.
For the period from November 21, 2024 (inception) through MarchJune 31,30, 2025, cash used in operating activities was $378,913.$525,833. Net income of $633,951$2,976,521 was increasedaffected by interest earned on cash held in Trust Account of $3,369,576, general and administrative costs paid through issuance of Class B ordinary shares of $10,012$10,012, and general and administrative costs paid through promissory note - related party of $70,801, and was reduced by interest earned on cash held in Trust Account of $810,111.$70,801. Changes in operating assets and liabilities used $283,566$213,591 of cash for operating activities.
As of MarchJune 31,30, 2026, we had cash held in Trust Account of $240,654,033$242,892,937 to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of MarchJune 31,30, 2026, we had cash of $155,428.$8,764. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
We did not have any off-balance sheet arrangements as of MarchJune 31,30, 2026.
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.
RAC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RAC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 1,090,000 | $11.4M | 0.01% | No change |
| Two Sigma Investments | 2026-06-30 | 725,000 | $7.6M | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 200,000 | $2.1M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 330,000 | $235.2K | 0.0% | No change |