Rising Dragon (NASDAQ: RDAC) issues notes to extend merger deadline

Rhea-AI Filing Summary

Rising Dragon Acquisition Corp. entered into two unsecured promissory notes on January 14, 2026, each with a principal amount of $50,000. One note was issued to its sponsor, Aurora Beacon LLC, and the other to SZG Limited, the designee of HZJL Cayman Limited, the counterparty to a previously announced merger agreement. The notes bear no interest and mature upon the closing of Rising Dragon’s initial business combination.

The company deposited the note proceeds into its trust account to extend the deadline to complete a business combination until February 15, 2026. Each note may be converted by the holder into units of Rising Dragon identical to those sold in its initial public offering at a price of $10.00 per unit, providing a potential equity-linked component to this short-term financing.

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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

January 14, 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

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 14, 2026, Rising Dragon Acquisition Corp. (the “Company” or “Rising Dragon”) issued two unsecured promissory notes, each with a principal amount of $50,000 (the “Notes”), one to Aurora Beacon LLC, the Company’s sponsor, and one to SZG Limited, the designee of HZJL Cayman Limited, the counterparty to the previously announced agreement and plan of merger dated as of January 27, 2025, pursuant to which a proposed business combination among HZJL Cayman Limited, Rising Dragon, Purchaser and Merger Sub would occur. The Notes do not bear interest and mature upon closing of the Company’s initial business combination. The proceeds of the Notes have been deposited in the Company’s trust account in connection with extending the business combination completion window until February 15, 2026. In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

The foregoing description of the Notes is qualified in its entirety by reference to the full text of the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.		Description
10.1		Form of Promissory Note
10.2		Form of Promissory Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 16, 2026

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

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FAQ

What did Rising Dragon Acquisition Corp. (RDAC) disclose in this 8-K?

Rising Dragon Acquisition Corp. disclosed that it issued two unsecured promissory notes, each for $50,000, to Aurora Beacon LLC and SZG Limited to support extending its business combination timeline.

How much are the new promissory notes issued by RDAC?

The company issued two promissory notes, each with a principal amount of $50,000, for a total of two separate $50,000 obligations.

What is the purpose of RDAC’s new promissory notes?

The proceeds from the notes were deposited in RDAC’s trust account in connection with extending the company’s business combination completion window until February 15, 2026.

Do the RDAC promissory notes bear interest and when do they mature?

The notes do not bear interest and they mature upon the closing of Rising Dragon Acquisition Corp.’s initial business combination.

Can the RDAC promissory notes be converted into equity?

Yes. Each note may be converted by the holder into units of the company identical to the units issued in RDAC’s initial public offering, at a conversion price of $10.00 per unit.

Who received the new promissory notes from Rising Dragon Acquisition Corp.?

One note was issued to Aurora Beacon LLC, RDAC’s sponsor, and the other to SZG Limited, the designee of HZJL Cayman Limited, which is party to a previously announced merger agreement with RDAC.