SEC Form SCHEDULE 13G filed by Rithm Acquisition Corp.
$RAC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Rithm Acquisition Corp. (Name of Issuer) |
par value $0.0001 per share (Title of Class of Securities) |
G75751126 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
Lighthouse Investment Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
North Rock Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
Eagle Harbor Multi-Strategy Master Fund Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| CUSIP No. | G75751126 |
| 1 | Names of Reporting Persons
NR1 SP, a segregated portfolio of North Rock SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Rithm Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
799 Broadway, 8th Floor, New York, New York, 10003 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
1. Lighthouse Investment Partners, LLC ("Lighthouse")
2. North Rock Capital Management, LLC ("North Rock")
3. MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 204")
4. MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 214")
5. Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC ("Shaolin")
6. Eagle Harbor Multi-Strategy Master Fund Limited ("Eagle Harbor")
7. NR1 SP, a segregated portfolio of North Rock SPC ("NR1 SP")
This Statement relates to the Issuer's shares of common stock ("Shares") directly beneficially owned by MAP 204, MAP 214, Shaolin, Eagle Harbor and NR1 SP. Lighthouse serves as the investment manager of MAP 204 and MAP 214. Lighthouse serves as the platform services provider for Shaolin and Eagle Harbor. North Rock, a wholly owned affiliate and relying adviser of Lighthouse, serves as the investment manager for NR1 SP. Because Lighthouse may be deemed to control MAP 204, MAP 214, Shaolin, Eagle Harbor and NR1 SP, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer's Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
Lighthouse and North Rock: 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410
MAP 204 & MAP 214: c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands
Shaolin & Eagle Harbor: Ugland House, 121 South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands
NR1 SP: c/o Maples, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands | |
| (c) | Citizenship:
Lighthouse and North Rock are both Delaware limited liability companies. MAP 204 and MAP 214 are both segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. Shaolin is a segregated portfolio of PC MAP SPC, a Cayman Islands segregated portfolio company. NR1 SP is a segregated portfolio of North Rock SPC, a Cayman Islands segregated portfolio company. Eagle Harbor is a Cayman Islands exempt company. | |
| (d) | Title of class of securities:
par value $0.0001 per share | |
| (e) | CUSIP No.:
G75751126 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 31, 2025, Lighthouse, North Rock, MAP 204, MAP 214, Shaolin, Eagle Harbor, and NR1 SP may be deemed the beneficial owners of 1,264,500 Shares. | |
| (b) | Percent of class:
As of March 31, 2025, Lighthouse, North Rock, MAP 204, MAP 214, Shaolin, Eagle Harbor, and NR1 SP may be deemed the beneficial owners 5.5% of Shares. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
1,264,500 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,264,500 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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