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                                                            February 21, 2025

Michael Nierenberg
Chairman and Chief Executive Officer
Rithm Acquisition Corp.
799 Broadway, 8th Floor
New York, NY 10003

       Re: Rithm Acquisition Corp.
           Amendment No. 1 to
           Registration Statement on Form S-1
           Filed February 3, 2025
           File No. 333-284671
Dear Michael Nierenberg:

     We have reviewed your amended registration statement and have the
following
comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 20,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1 filed February 21, 2025
Exhibits

1.     We note the legal opinion from your Cayman Islands counsel, filed as
exhibit 5.2, has
       a number of inappropriate assumptions. For example, in reference to
paragraphs 2.8
       and 2.10, it is not appropriate for counsel to assume away material
facts underlying
       the opinion or any readily ascertainable facts. Please request that
counsel revise the
       opinion to remove all inappropriate assumptions. For guidance, please
refer to Section
       II.B.3. of Staff Legal Bulletin No. 19.
       Please contact Ameen Hamady at 202-551-3891 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
 February 21, 2025
Page 2

matters. Please contact Isabel Rivera at 202-551-3518 or Mary Beth Breslin at
202-551-3625
with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Real Estate
& Construction
cc:   Derek Dostal
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