Rithm Acquisition Corp Sponsor LLC - 26 Feb 2025 Form 3 Insider Report for Rithm Acquisition Corp. (RAC)

Footnote F1

This Form 3 is being filed by Rithm Acquisition Corp Sponsor LLC (the "Sponsor") and Rithm Capital Corp. ("Rithm"). The Sponsor is controlled by Rithm and Mr. Michael Nierenberg, as a result of his role as chief executive officer, chairman of the board and president of Rithm. As a result, each of the Sponsor, Rithm and Mr. Nierenberg may be deemed to have beneficial ownership of the Class B ordinary shares and the Private Placement Units (as defined below) (including the Private Placement Shares (as defined below) included in such units) held by our Sponsor.

Footnote F2

Each reporting person under this Form 3 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary share covered by this Form 3.

Footnote F3

Represents Class A ordinary shares, par value $0.0001, of the issuer (the "Private Placement Shares") that are included in the 600,000 private placement units (the "Private Placement Units") that will be purchased by the Sponsor from the issuer in a private placement at $10.00 per Private Placement Unit (the "Private Placement"), as described in the issuer's registration statement on Form S-1 (File No. 333-284671) (the "Registration Statement"). Each Private Placement Unit is comprised of one Private Placement Share and one-third of one warrant (the "Private Placement Warrants"), each whole Private Placement Warrant exercisable to purchase one Private Placement Share. Does not represent any Private Placement Shares issuable upon the exercise of Private Placement Warrants.

Footnote F4

Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights.

Footnote F5

The Class B ordinary shares reported herein include up to 750,000 Class B ordinary shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option, as described in the Registration Statement. The over-allotment option of the underwriters expires 45-day from the date of the final prospectus related to the issuer's initial public offering.