Rising Dragon SEC Filings

Rising Dragon Acquisition Corp. reported that shareholders approved an amendment to its Investment Management Trust Agreement, changing how much its sponsor must deposit each month to extend the deadline to complete a business combination. The monthly extension payment was modified from $189,750 ($0.033 per share) to the lesser of $100,000 per month for all remaining public shares or $0.033 per remaining public share, for up to six additional one-month extensions, allowing up to 21 months in total to close a deal.

At the extension meeting, 5,165,854 of 7,499,375 ordinary shares entitled to vote participated, and the trust amendment and adjournment proposals both passed with 3,812,240 votes for and 1,353,614 against. In connection with the extension vote, 1,548,345 ordinary shares were tendered for redemption, bringing total redemptions tied to the November 20, 2025 business combination meeting and this extension meeting to 5,668,070 ordinary shares. Based on the reduced public share count, the amended monthly extension fee is now $2,703.69 for each one-month extension.

Rising Dragon Acquisition Corp. (RDAC) reported that shareholders approved all proposals related to its planned business combination with HZJL Cayman Limited at an extraordinary general meeting held on November 20, 2025. Of 7,499,375 ordinary shares entitled to vote as of the record date, 5,049,309 shares were represented in person or by proxy, equal to 67.33% of shares outstanding, establishing a quorum.

Shareholders approved the reincorporation merger into PubCo, the acquisition merger making HZJL a wholly owned subsidiary of PubCo, a Nasdaq-related proposal, the new PubCo charter differences, and the slate of PubCo directors. An adjournment proposal was also approved. In connection with the meeting, 5,715,609 ordinary shares were tendered for redemption. The company plans to close the business combination as described in its proxy statement as soon as possible and will continue to accept reversals of redemption requests until closing.

Rising Dragon Acquisition Corp. (RDAC) is asking shareholders to approve changes to its trust agreement at a December 12, 2025 extraordinary general meeting. The key proposal would cut the monthly extension fee paid by the sponsor into the trust account from $189,750 ($0.033 per share) to the lesser of $100,000 per month or $0.033 per remaining public share, while still allowing up to six one‑month extensions. This would let RDAC extend its deadline to complete a business combination from January 15, 2026 to as late as July 15, 2026.

The sponsor expects to fund each extension as a non‑interest‑bearing loan, repayable in cash only if a business combination closes and otherwise forgiven except for funds held outside the trust. Public shareholders may redeem shares for their pro rata share of the trust in connection with this meeting, separate from any redemption tied to the pending HZJL business combination. If the amendment is not approved and the sponsor does not fund further extensions, RDAC would cease operations, redeem 100% of public shares, and liquidate.

Rising Dragon Acquisition Corp. (RDAC) filed its Q3 2025 report, showing a SPAC-stage balance sheet anchored by $60,158,456 in its trust account and $5,620 in cash outside the trust as of September 30, 2025. The company reported Q3 net income of $452,318, driven by $622,306 of interest income on trust investments, offset by $169,988 of operating costs. Year to date, net income totaled $1,305,166.

Ordinary shares subject to redemption were 5,750,000 at a redemption value of $10.46 per share. RDAC disclosed a working capital deficit of $89,565 and a deferred underwriting payable of $1,868,750. Management noted substantial doubt about continuing as a going concern if a business combination is not completed within the permitted timeframe.

RDAC entered a merger agreement with HZJL Cayman Limited with aggregate consideration of $350 million, payable in newly issued shares valued at $10.00 per share, subject to required approvals and other customary conditions. Total ordinary shares outstanding were 7,499,375 as of November 5, 2025.

Rising Dragon Acquisition Corp. (RDAC) postponed its Extraordinary General Meeting from October 20, 2025 to November 20, 2025 at 10:00 a.m. ET. The company said the delay is to provide shareholders additional time to review the definitive proxy statement and vote.

The location and proposals remain unchanged, with the meeting held at Loeb & Loeb LLP in New York and virtually. The redemption request deadline tied to the proposed business combination moved from October 16, 2025 to November 18, 2025, and previously submitted redemptions may be revoked before the new deadline. A press release was furnished as Exhibit 99.1.

Rising Dragon Acquisition Corp. is soliciting shareholder approval for a business combination that includes HZJL (a target business). The proxy shows Rising Dragon obtained a fairness opinion from CHFT Advisory and Appraisal, Ltd. and that approximately $58.33 million is held in the SPAC trust account available for the transaction.

The filing discloses a net tangible book value deficit of $57,747,823 and that 5,750,000 public shares are subject to possible redemption. Pro forma analyses present multiple redemption scenarios that would materially reduce post-closing cash (examples shown reduce remaining cash from $56.9M down to as low as $474,678 depending on redemptions and fees). The proxy also shows dilution metrics to HZJL merger recipients ranging from $3.10 to $10.55 per share and required pro forma company valuations (approximately $448.5M to $393.1M) for non-redeeming shareholders to equal the original SPAC IPO price.