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  4. [8-K] Rising Dragon Acquisition Corp. Reports Material Event

Rising Dragon (NASDAQ: RDAC) wins vote to extend SPAC merger deadline

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rising Dragon Acquisition Corp. obtained shareholder approval to extend the deadline to complete a business combination, allowing up to fifteen one-month extensions of the Combination Period from July 15, 2026 to October 15, 2027. Each extension requires a Monthly Extension Fee based on remaining public shares, which will be $75,828.46 per month after recent redemptions.

Shareholders also approved amendments to the company’s charter and its Investment Management Trust Agreement to implement this structure. At the Extension Meeting, 3,907,845 of 5,951,030 ordinary shares entitled to vote participated, and all proposals passed. In connection with the vote, 1,903,823 ordinary shares were tendered for redemption, reducing the public float while the SPAC continues to seek a merger target.

Positive

  • None.

Negative

  • Significant redemptions reduce public float: In connection with the Extension Meeting, 1,903,823 ordinary shares were tendered for redemption, materially lowering the number of public shares as the SPAC continues to seek a business combination.

Insights

Rising Dragon secured time to complete a deal but with notable redemptions.

Rising Dragon Acquisition Corp. received shareholder approval to amend its charter and trust agreement so it can extend the Combination Period up to fifteen times, moving the outside date from July 15, 2026 to October 15, 2027. Each one-month extension requires payment of a Monthly Extension Fee into the trust.

The Monthly Extension Fee will be $75,828.46 per month, calculated from the remaining public shares after redemptions. This structure preserves the SPAC vehicle while gradually drawing sponsor capital into the trust during the extended search period, rather than raising new funds.

A total of 1,903,823 ordinary shares were redeemed in connection with the Extension Meeting, which reduces the number of public shares outstanding. The voting turnout of 3,907,845 shares, or 65.67% of those entitled to vote as of May 1, 2026, indicates meaningful shareholder participation in approving the extension framework.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Combination Period extension limit Up to 15 one-month extensions From July 15, 2026 to October 15, 2027
Monthly Extension Fee cap $100,000 per month Defined in Trust Agreement Amendment
Per-share extension fee $0.033 per remaining public share Alternative Monthly Extension Fee calculation
Actual Monthly Extension Fee $75,828.46 per month After redemptions at Extension Meeting
Shares entitled to vote 5,951,030 ordinary shares As of May 1, 2026 record date
Shares voted 3,907,845 ordinary shares 65.67% turnout at Extension Meeting
Shares redeemed 1,903,823 ordinary shares Tendered for redemption in connection with meeting
Charter amendment approval votes 3,266,304 For; 641,515 Against Charter Amendment Proposal voting results
Investment Management Trust Agreement financial
"the Company entered into an amendment dated as of May 28, 2026 (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
Combination Period financial
"to extend the Combination Period (as defined below) up to additional fifteen (15) times from July 15, 2026 to October 15, 2027"
Monthly Extension Fee financial
"the “Monthly Extension Fee”). The foregoing description of the Trust Agreement Amendment is qualified in its entirety"
extraordinary general meeting regulatory
"at the extraordinary general meeting held on May 28, 2026 (the “Extension Meeting”)"
redemption financial
"In connection with the shareholders’ vote at the Extension Meeting, 1,903,823 ordinary shares were tendered for redemption."
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
Second Amended and Restated Memorandum and Articles of Association regulatory
"Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”)"
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Understanding 8-K Material Events →
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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

 

May 28, 2026

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 1.01. Entry Into a Material Definitive Agreement

 

Amendment to the Investment Management Trust Agreement

 

As approved by the shareholders of Rising Dragon Acquisition Corp. (the “Company” or “Rising Dragon”) at the extraordinary general meeting held on May 28, 2026 (the “Extension Meeting”), the Company entered into an amendment dated as of May 28, 2026 (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of October 10, 2024 and as amended on December 12, 2025 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to extend the Combination Period (as defined below) up to additional fifteen (15) times from July 15, 2026 to October 15, 2027 by depositing into the Trust Account an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and this Extraordinary General Meeting (the “Monthly Extension Fee”).

 

The foregoing description of the Trust Agreement Amendment is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Subsequent to the approval by its shareholders at the Extension Meeting of Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”), the Company filed the Amended Charter with the Cayman Islands Registrar of Companies, effective May 28, 2026. A copy of the Amended Charter is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

 

Item 5.07. Submissions of Matters to a Vote of Security Holders.

 

Rising Dragon held its Extension Meeting on May 28, 2026 at 10:00 a.m. Eastern Time. As of May 1, 2026, the record date for the Extension Meeting, there were 5,951,030 ordinary shares of Rising Dragon entitled to vote at the Extension Meeting. At the Extension Meeting, there were 3,907,845 ordinary shares voted by proxy or in person, representing 65.67% of the Company’s ordinary shares issued and outstanding and entitled to vote at the Extension Meeting as of the record date and constituting a quorum for the transaction of business.

 

1

 

 

Summarized below are the results of the matters submitted to a vote at the Extension Meeting.

 

Proposal No. 1. The Charter Amendment Proposal - To approve, as a special resolution, the amendment and restatement to Rising Dragon’s Amended and Restated Memorandum and Articles of Association (the “Existing Charter”), to extend the date by which the Company must consummate a business combination (the “Combination Period”) up to additional fifteen (15) times from July 15, 2026 (the “Termination Date”) to October 15, 2027 (the “Extended Date”) (i.e. the end of 36 months from the consummation of its initial public offering (the “IPO”), each by an additional one (1) month (each an “Extension”), by adopting the second amended and restated memorandum and articles of association in their entirety in place of the Company’s Existing Charter.

 

This proposal was passed with voting results as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE
3,266,304   641,515   26   0

 

Proposal No. 2. The Trust Agreement Amendment Proposal - To approve the Trust Agreement Amendment to extend the Combination Period up to fifteen (15) times from July 15, 2026 to October 15, 2027 by depositing into the Trust Account the Monthly Extension Fee.

 

This proposal was passed with voting results as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE
3,266,800   640,922   123   0

 

Proposals No. 3 - The Adjournment Proposal - To authorize, as an ordinary resolution, the chairman of the Extension Meeting to adjourn the Extension Meeting to a later date or dates, from time to time, as the chairman of the Extension Meeting may deem necessary or appropriate.

 

This proposal was passed with voting results as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE
3,266,787   641,030   28   0

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Extension Meeting, 1,903,823 ordinary shares were tendered for redemption. The Monthly Extension Fee will be $75,828.46 for each one-month extension.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
3.1   Second Amended and Restated Memorandum and Articles of Association
10.1   Amendment to the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

2

 

 

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: June 1, 2026  
     
RISING DRAGON ACQUISITION CORP.  
     
By: /s/ Lulu Xing  
Name:  Lulu Xing  
Title: Chief Executive Officer  

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Rising Dragon Acquisition Corp. (RDAC) shareholders approve at the Extension Meeting?

Shareholders approved amendments to Rising Dragon’s charter and Trust Agreement to extend the Combination Period up to fifteen one-month intervals, moving the outside merger deadline from July 15, 2026 to October 15, 2027, contingent on paying a Monthly Extension Fee into the trust.

How long can Rising Dragon (RDAC) now extend its SPAC Combination Period?

Rising Dragon can extend its Combination Period up to fifteen additional one-month periods, shifting the potential termination date from July 15, 2026 to as late as October 15, 2027. Each extension requires a Monthly Extension Fee deposit into the SPAC’s trust account.

How much is the Monthly Extension Fee for Rising Dragon (RDAC)?

The Monthly Extension Fee is defined as the lesser of $100,000 for all remaining public shares or $0.033 per remaining public share. After redemptions tied to the Extension Meeting, this formula results in a Monthly Extension Fee of $75,828.46 for each one-month extension.

How many Rising Dragon (RDAC) shares were redeemed at the Extension Meeting?

In connection with the Extension Meeting, holders of 1,903,823 ordinary shares elected to redeem. These redemptions lower the number of public shares outstanding while the SPAC proceeds with its extended timeframe to pursue and complete a business combination transaction.

What was shareholder turnout for Rising Dragon (RDAC)’s Extension Meeting?

As of the May 1, 2026 record date, 5,951,030 ordinary shares were entitled to vote. At the Extension Meeting, 3,907,845 shares were voted in person or by proxy, representing 65.67% of the eligible shares and constituting a quorum for conducting business.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents