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

Rhea-AI Filing Summary

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.

Insights

SPAC and M&A analyst

RDAC shareholders approved all business-combination proposals, with high redemptions.

Rising Dragon Acquisition Corp. obtained shareholder approval for its two-step merger structure with HZJL Cayman Limited, including the reincorporation into PubCo and the subsequent acquisition merger. The voting turnout was strong, with 5,049,309 of 7,499,375 shares (about 67.33%) participating and clear majorities in favor of each proposal, which permits the parties to move toward closing.

The filing notes that 5,715,609 ordinary shares were tendered for redemption in connection with the meeting. For a SPAC, this level of redemption can significantly reduce the cash held in trust, though any impact on deal structure or post‑close capitalization is not detailed here. Governance-related items—PubCo charter differences, Nasdaq proposal, and board slate—were also approved, helping align the future public entity with exchange requirements.

The company states it plans to close the business combination as described in the proxy statement as soon as possible and will continue to accept reversals of redemption requests until closing. Actual post‑merger ownership mix and available cash will ultimately depend on the final redemption level at closing, which will be clarified in subsequent disclosures.

false 0002018145 00-0000000 0002018145 2025-11-20 2025-11-20 0002018145 RDACU:UnitsEachConsistingOfOneOrdinaryShareParValue0.0001PerShareAndOneRightEntitlingHolderToReceiveOnetenthOfOrdinaryShareMember 2025-11-20 2025-11-20 0002018145 RDACU:OrdinarySharesMember 2025-11-20 2025-11-20 0002018145 us-gaap:RightsMember 2025-11-20 2025-11-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

November 20, 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 5.07. Submissions of Matters to a Vote of Security Holders.

As previously disclosed, Rising Dragon Acquisition Corp. (the “Company” or “Rising Dragon”), entered into an agreement and plan of merger, dated as of January 27, 2025 (as it may be amended from time to time, the “Merger Agreement”), which provides for a Business Combination between Rising Dragon and HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) Rising Dragon will merge with and into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of Rising Dragon (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”), and PubCo as the surviving company after the Reincorporation Merger is hereinafter referred to, after the effective time of the Reincorporation Merger, as the “PubCo” or “Reincorporation Surviving Corporation”; (ii) immediately following the Reincorporation Merger, Xpand Boom Solutions Inc. (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Rising Dragon, PubCo, Merger Sub, HZJL, certain shareholder of HZJL (“Principal Shareholder”) and Bin Xiong, an individual as the representative of Principal Shareholder of HZJL. Capitalized terms used herein but not defined shall have the meanings set forth in the proxy statement filed by Rising Dragon with the SEC on September 26, 2025, which was first mailed by the Company to its shareholders on or about September 29, 2025.

Rising Dragon held its Extraordinary General Meeting of shareholders (the “EGM”) on November 20, 2025 at 10:00 a.m. Eastern Time. As of September 11, 2025, the record date for the EGM, there were 7,499,375 ordinary shares of Rising Dragon entitled to vote at the EGM. At the EGM, there were 5,049,309 ordinary shares voted by proxy or in person, representing 67.33% of the Company’s ordinary shares issued and outstanding and entitled to vote at the EGM as of the record date and constituting a quorum for the transaction of business.

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

Proposal No. 1. The Reincorporation Merger Proposal - To approve, by special resolution, (a) the merger of Rising Dragon with and into PubCo, Rising Dragon’s wholly owned Cayman Islands subsidiary, with PubCo surviving the merger; and (b) the Plan of Merger to be entered into between the PubCo and Rising Dragon (the “Reincorporation Plan of Merger”) and the entry into the Reincorporation Plan of Merger.

This proposal was passed with voting results as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,965		273,331		13		0

Proposals No. 2 - The Acquisition Merger Proposal - To approve, by special resolution, (a) the entry into the agreement and plan of merger among Rising Dragon, PubCo, Merger Sub, HZJL and certain other parties; and (b) the merger of Merger Sub into HZJL, resulting in HZJL becoming a wholly owned subsidiary of PubCo.

1

This proposal was passed with voting results as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,965		273,331		13		0

Proposals No. 3 - The Nasdaq Proposal - To approve, by ordinary resolution, the Nasdaq Proposal.

This proposal was passed with voting results as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,966		273,330		13		0

Proposals No. 4 - The PubCo Charter Proposal - To approve, by special resolution, on a non-binding advisory basis, certain material difference between the proposed PubCo’s amended and restated memorandum and articles of association (the “Proposed PubCo Charter”), and the amended and restated memorandum and articles of association of Rising Dragon.

This proposal was passed with voting results as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,965		273,331		13		0

Proposals No. 5 - The Director Approval Proposal - To approve, by ordinary resolution, the members of the directors to serve on the PubCo’s board of directors, each effective from the consummation of the Business Combination.

2

This proposal was passed with voting results as follows:

Bin Xiong

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,965		273,331		13		0

Wei Lin Yu

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,965		273,331		13		0

Jun Gang Wang

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,049,290		6		13		0

Jun Chen Sun

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,049,290		6		13		0

Ye Liu

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,049,290		6		13		0

Proposals No. 6 - The Adjournment Proposal - To approve, by ordinary resolution, the adjournment of the EGM in the event Rising Dragon does not receive the requisite shareholder vote to approve any of the above Proposals.

This proposal was passed with voting results as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,775,966		273,330		13		0

Item 8.01. Other Events.

In connection with the shareholders’ vote at the EGM, 5,715,609 ordinary shares were tendered for redemption. The Company plans to close the Business Combination as described in the proxy statement as soon as possible and will continue to accept reversals of redemption requests until the closing of the Business Combination.

3

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: November 24, 2025
RISING DRAGON ACQUISITION CORP.
By:	/s/ Lulu Xing
Name:	Lulu Xing
Title:	Chief Executive Officer

4

FAQ

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

Shareholders of Rising Dragon Acquisition Corp. (RDAC) approved all key proposals, including the reincorporation merger into PubCo, the acquisition merger with HZJL Cayman Limited, a Nasdaq-related proposal, the new PubCo charter differences, the slate of PubCo directors, and an adjournment proposal.

How many RDAC shares were eligible to vote and how many were represented?

As of the record date, there were 7,499,375 ordinary shares of RDAC entitled to vote. At the extraordinary general meeting, 5,049,309 ordinary shares were voted in person or by proxy, representing 67.33% of the shares outstanding and entitled to vote.

Were the merger proposals for RDAC and HZJL Cayman Limited approved?

Yes. The Reincorporation Merger Proposal, under which RDAC will merge into PubCo, and the Acquisition Merger Proposal, under which Merger Sub will merge into HZJL Cayman Limited making HZJL a wholly owned subsidiary of PubCo, were both approved by special resolution.

What were the redemption levels for RDAC shares in connection with the meeting?

In connection with the extraordinary general meeting, 5,715,609 ordinary shares of Rising Dragon Acquisition Corp. were tendered for redemption. The company also noted it will continue to accept reversals of redemption requests until the closing of the business combination.

What governance and listing-related proposals did RDAC shareholders approve?

RDAC shareholders approved a Nasdaq Proposal, certain material differences in the proposed PubCo charter on a non-binding advisory basis, and the PubCo board of directors (including Bin Xiong, Wei Lin Yu, Jun Gang Wang, Jun Chen Sun, and Ye Liu), each effective upon consummation of the business combination.

What are the next steps for Rising Dragon Acquisition Corp. after the vote?

Rising Dragon Acquisition Corp. stated that it plans to close the business combination with HZJL Cayman Limited as described in its proxy statement as soon as possible and will continue to accept reversals of redemption requests until the business combination closes.