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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
October 15, 2025
Date of Report (Date of
earliest event reported)
Rising Dragon Acquisition Corp.
(Exact Name of Registrant
as Specified in its Charter)
| Cayman Islands |
|
001-42368 |
|
n/a |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
No. 604, Yixing Road,
Wanbolin District, Taiyuan City,
Shanxi Province, People’s Republic of China |
|
030024 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: +86 18817777987
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of an Ordinary Share |
|
RDACU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares |
|
RDAC |
|
The Nasdaq Stock Market LLC |
| Rights |
|
RDACR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events
Postponement of
Extraordinary General Meeting of the Shareholders to November 20, 2025
On
October 15, 2025, Rising Dragon Acquisition Corp. (the “Company”) issued a press release announcing that the Extraordinary
General Meeting of the Shareholders (the “Extraordinary General Meeting”), originally scheduled for 10 a.m. Eastern Time,
on October 20, 2025, has been postponed to 10 a.m. Eastern Time, on November 20, 2025. There is no change to the location, the record
date or any of the other proposals to be acted upon at the Extraordinary General Meeting. The physical location of the Extraordinary General
Meeting remains at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via teleconference using the
following dial-in information:
| Within the U.S. and Canada Toll Free |
|
1 800-450-7155 (toll-free) |
| Outside of the U.S. and Canada |
|
+1 857-999-9155 (standard rates apply) |
| Participant Passcode |
|
8029046# |
The
postponement is intended to provide shareholders with additional time to review the definitive proxy statement (as supplemented, the “Proxy
Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2025 and cast their votes.
On October 15, 2025, the Company filed a supplement to the definitive proxy statement to provide information about the postponement of
the Extraordinary General Meeting and the extension of redemption request deadline.
As
a result of the postponement, the deadline for delivery of redemption requests from the Company’s shareholders in connection with
the proposed business combination has been extended from October 16, 2025 (two business days before the originally scheduled Extraordinary
General Meeting) to November 18, 2025 (two business days before the postponed Extraordinary General Meeting). Shareholders who have already
submitted redemption requests may revoke such requests prior to the new deadline in accordance with the procedures described in the Proxy
Statement.
If
you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer
& Trust Company, LLC
1 State Street 30th Floor
New York, NY 10004-1561
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
Shareholders
are advised to review the Proxy Statement (including any amendments or supplements thereto) carefully, which is available on the SEC’s
EDGAR database at www.sec.gov, for complete details regarding the Extraordinary General Meeting, the postponement and the updated redemption
deadline.
The
Company’s shareholders who have questions regarding the postponement, the Extraordinary General Meeting, or would like to request
documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206)
870-8565, or by email at ksmith@advantageproxy.com.
A
copy of the press release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 15, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: October 15, 2025 |
|
| |
|
|
| RISING DRAGON ACQUISITION CORP. |
|
| |
|
|
| By: |
/s/ Lulu Xing |
|
| Name: |
Lulu Xing |
|
| Title: |
Chief Executive Officer |
|
2
