false
0002018145
00-0000000
0002018145
2026-10-30
2026-10-30
0002018145
RDACU:UnitsEachConsistingOfOneOrdinaryShareParValue0.0001PerShareAndOneRightEntitlingHolderToReceiveOnetenthOfOrdinaryShareMember
2026-10-30
2026-10-30
0002018145
RDACU:OrdinarySharesMember
2026-10-30
2026-10-30
0002018145
us-gaap:RightsMember
2026-10-30
2026-10-30
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
Date of Report (Date of earliest event reported):
October 30, 2026
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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1.02 Termination of a Material Definitive Agreement.
As previously disclosed in the Current
Report on Form 8-K filed by Rising Dragon Acquisition Corp. (the “Company”) with the Securities and Exchange Commission
(the “SEC”) on January 27, 2025, the Company entered into an Agreement and Plan of Merger, dated January 27, 2025 (the
“Merger Agreement”), by and among the Company, Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly
owned subsidiary of the Company (the “Purchaser”), Xpand Boom Solutions Inc., a Cayman Islands exempted company and
wholly owned subsidiary of the Purchaser (“Merger Sub”), HZJL Cayman Limited, a Cayman Islands exempted company
(“HZJL”), XB B Limited, a British Virgin Islands business company (the “Principal Shareholder”), and Bin
Xiong, solely in his capacity as the shareholder of the Principal Shareholder (the “Principal Shareholder
Representative”).
On October 30, 2026, the Company, the Purchaser,
Merger Sub, HZJL, the Principal Shareholder and the Principal Shareholder Representative entered into a letter agreement (the “Termination
Agreement”), pursuant to which the parties mutually agreed to terminate the Merger Agreement pursuant to Section 13.1(b) thereof,
effective as of 11:59 p.m. Eastern Time on October 30, 2026 (the “Termination Date”), except that the dispute resolution provisions
(Article XII) and miscellaneous provisions (Article XIV, including the trust account waiver in Section 14.14) of the Merger Agreement
survive the termination. The termination was approved by the boards of directors of the Company and HZJL. In connection with the termination
of the Merger Agreement, the Termination Agreement also provides that (i) the lock-up agreements and the registration rights agreement
contemplated to be entered into at the closing of the business combination were not executed and no party has any obligation to execute
them, (ii) any other ancillary agreement that has been executed is terminated as of the Termination Date, other than any non-disclosure
and non-solicitation agreements and non-compete agreements between HZJL or its subsidiaries and certain of their key personnel, which
remain in effect solely as between the parties thereto, and (iii) the shareholder support agreements entered into by certain shareholders
of HZJL terminate as of the Termination Date. The Termination Agreement also contains customary mutual releases, non-disparagement and
confidentiality covenants, subject to certain exceptions, including that the mutual releases do not relieve any party from liability for
its willful breach of its covenants or agreements in the Merger Agreement or its intentional fraud or willful misconduct prior to the
termination, and do not apply to the Subject Promissory Notes described below. In addition, HZJL, the Principal Shareholder and the Principal
Shareholder Representative reaffirmed their waiver of any right, title, interest or claim of any kind in or to any monies held in the
Company’s trust account. The Termination Agreement does not provide for the payment of a termination fee by any party.
In addition, the Termination Agreement provides
that the unsecured promissory notes previously issued by the Company to SZG Limited and Aurora Beacon LLC (the “Subject Promissory
Notes”), including promissory notes issued to SZG Limited between January 14, 2026 and October 15, 2026 in an aggregate principal
amount of $455,919.41, survive the termination of the Merger Agreement and are not terminated, cancelled or discharged as a result of
the termination or the mutual releases. Under the Termination Agreement, the entire outstanding principal balance of each Subject Promissory
Note will be due and payable solely on the closing date of the initial business combination consummated by the Company after the Termination
Date (a “Subsequent Business Combination”), and no principal will be due and payable prior to such date. Each Subject Promissory
Note will be automatically terminated, cancelled and discharged in full, and no principal or other amounts will be due or payable thereunder,
upon the earlier of (i) the Company’s failure to consummate any Subsequent Business Combination and (ii) the failure of any proposed
Subsequent Business Combination to close for reasons not attributable to the Company. Except as so modified, the terms of the Subject
Promissory Notes remain unchanged.
The foregoing description of the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company intends to continue to pursue the
consummation of an initial business combination with an appropriate target business.
Item 7.01 Regulation FD Disclosure.
On November 3, 2026, the Company issued a press
release announcing the termination of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including 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 into 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.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Termination Agreement, dated October 30, 2026, by and among Rising Dragon Acquisition Corp., Xpand Boom Technology Inc., Xpand Boom Solutions Inc., HZJL Cayman Limited, XB B Limited and Bin Xiong |
| 99.1 |
|
Press Release, dated November 3, 2026 |
| 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: November 3, 2026 |
|
|
| |
|
|
| |
RISING DRAGON ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Lulu Xing |
| |
Name: |
Lulu Xing |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Rising Dragon Acquisition Corp. and HZJL Cayman
Limited Announce Mutual Termination of Merger Agreement
Rising Dragon to continue to pursue an initial
business combination
Taiyuan, China, Nov. 03, 2026 (GLOBE NEWSWIRE)
-- Rising Dragon Acquisition Corp. (Nasdaq: RDAC, RDACU, RDACR) (“Rising Dragon” or the “Company”), a special
purpose acquisition company, today announced that it and HZJL Cayman Limited (“HZJL”) have mutually agreed, effective as of October 30, 2026, to terminate the
Agreement and Plan of Merger, dated January 27, 2025 (the “Merger Agreement”), by and among the Company, Xpand Boom Technology
Inc., Xpand Boom Solutions Inc., HZJL, XB B Limited and Bin Xiong.
The termination was approved by the boards
of directors of Rising Dragon and HZJL. Under the terms of the termination agreement dated October 30, 2026 (the “Termination Agreement”), no party is required to pay a termination fee
to any other party, and the parties have agreed to mutually release each other from claims relating to the Merger Agreement and the
transactions contemplated thereby, subject to certain exceptions.
Rising Dragon intends to continue to pursue the
consummation of an initial business combination with an appropriate target business within the time period permitted under its amended
and restated memorandum and articles of association.
Additional information regarding the termination
of the Merger Agreement is included in a Current Report on Form 8-K to be filed by Rising Dragon with the U.S. Securities and Exchange
Commission (the “SEC”).
About Rising Dragon Acquisition Corp.
Rising Dragon Acquisition Corp. is a blank check
company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. The Company completed its initial public offering
pursuant to a prospectus dated October 10, 2024.
Forward-Looking Statements
This press release contains certain “forward-looking
statements” within the meaning of the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended, including statements regarding Rising Dragon’s intention to pursue an initial
business combination. The words “expect,” “believe,” “estimate,” “intend,” “plan”
and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, including Rising Dragon’s ability to identify a suitable target and complete
an initial business combination within the time required by its governing documents, and the other risks and uncertainties described in
Rising Dragon’s filings with the SEC, including its initial public offering prospectus dated October 10, 2024, its Annual Report
on Form 10-K and its Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, actual results may
vary materially from those indicated or anticipated. Forward-looking statements speak only as of the date they are made, and Rising Dragon
undertakes no obligation to update them except as required by law.
Contact
Rising Dragon Acquisition Corp.
Woody Shen, Chief Financial Officer
No. 604, Yixing Road, Wanbolin District, Taiyuan City, Shanxi Province,
People’s Republic of China 030024
Tel: +86 18817777987
Email: woody.shen@hywincapital.cn
