A special purpose acquisition company affiliated with Rithm Capital has priced its initial public offering at $10 per unit.
Rithm Acquisition is offering 20 million units, with trading expected to begin at some point on Thursday. The company filed a Notice of Effectiveness for its S-1 registration statement with the Securities and Exchange Commission at 4 p.m. on Feb. 26.
Each of the units being offered consists of one Class A share of the SPAC and one-third of one redeemable warrant. A whole warrant can be used to purchase one share of common stock at $11.50 per share, subject to adjustment, Rithm Acquisition said.
In the beginning, the units will be trading under the RAC.U symbol on the New York Stock Exchange.
According to the registration statement, the Class A ordinary shares and warrants included in the units are expected to begin trading separately on the NYSE under the symbols “RAC” and “RAC.WS,” respectively, on the 52nd day after the prospectus date (or the next business day if that falls on a non-business day), unless the underwriters’ representatives allow earlier trading and certain conditions are met.
The underwriters, Citigroup Global Markets, BTIG and UBS Investment Bank, have a 45-day option to purchase an additional 3 million shares to cover overallotments.
In addition, Rithm Acquisition Corp Sponsor LLC, will purchase 600,000 private placement units (or up to 660,000 private placement units if the underwriters’ option is exercised in full), at $10 per unit.
The sponsor, as well as the SPAC’s independent directors, own 5.75 million shares of Class B common stock that convert to Class A when it enters into a business combination on a one-for-one basis.
During its most recent earnings call, Rithm Capital stated that it remains interested in taking its NewRez business public. While some have speculated that the SPAC could be a potential route, it is generally considered unlikely.
Separately, an affiliated real estate investment trust, Rithm Property Trust, priced a public offering of 2 million shares of its 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock with a $25.00 per share liquidation preference, for gross proceeds of $50 million.
Last March, Rithm Capital became the external manager of what was then called Great Ajax; the latter was on the rebound from a failed merger with Ellington Financial.
Great Ajax rebranded as Rithm Property Trust in October to reflect its new status. Michael Nierenberg, Rithm Capital’s CEO, chairman and president, added the interim CEO title at Rithm Property Trust at that time.
