STOCK TITAN

Rising Dragon Acquisition Corp. (NASDAQ: RDAC) uses new notes to extend merger window

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rising Dragon Acquisition Corp. entered into short-term financing arrangements tied to its pending business combination. On June 15, 2026 it issued two unsecured promissory notes, each with a principal amount of $27,818.5, to Aurora Beacon LLC (its sponsor) and SZG Limited, designee of HZJL Cayman Limited. On July 15, 2026 it issued a third unsecured promissory note with a principal amount of $55,637.41 to SZG Limited.

The notes bear no interest and mature upon closing of Rising Dragon’s initial business combination. The proceeds were deposited into the company’s trust account in connection with extending the business combination completion window until August 15, 2026. Each note may be converted by its holder into units identical to those issued in the company’s IPO at a conversion price of $10.00 per unit.

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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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
June promissory notes principal $27,818.5 each Two unsecured notes issued June 15, 2026
July promissory note principal $55,637.41 Unsecured note issued July 15, 2026 to SZG Limited
Conversion price $10.00 per unit Notes convertible into units identical to IPO units
Extended completion window August 15, 2026 Deadline to complete initial business combination
Number of June notes 2 notes Unsecured notes issued June 15, 2026
unsecured promissory notes financial
"issued two unsecured promissory notes, each with a principal amount of $27,818.5"
trust account financial
"The proceeds of the Notes have been deposited in the Company’s trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
business combination completion window regulatory
"in connection with extending the business combination completion window until August 15, 2026"
initial public offering financial
"units of the Company identical to the units issued in the Company’s initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

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FAQ

What new debt did RDAC incur on June 15 and July 15, 2026?

Rising Dragon Acquisition Corp. issued three unsecured promissory notes in mid-2026. Two notes of $27,818.5 each went to its sponsor and SZG Limited; a third note of $55,637.41 went to SZG Limited.

Who received the promissory notes issued by RDAC?

The notes went to Aurora Beacon LLC, Rising Dragon’s sponsor, and SZG Limited. SZG Limited is described as the designee of HZJL Cayman Limited, Rising Dragon’s previously announced merger counterparty.

What are the key terms of RDAC’s new promissory notes?

The notes are unsecured, non-interest-bearing obligations that mature upon closing of Rising Dragon’s initial business combination. Holders may convert them into IPO-equivalent units at $10.00 per unit instead of being repaid in cash.

How will RDAC use the proceeds from these promissory notes?

Proceeds from the notes were deposited into the company’s trust account. This funding is tied to extending the window to complete Rising Dragon’s initial business combination until August 15, 2026.

When do RDAC’s new notes come due?

The promissory notes mature upon closing of Rising Dragon’s initial business combination. There is no fixed calendar maturity date; repayment or conversion occurs when that business combination is completed.
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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

 

June 15, 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 June 15, 2026, Rising Dragon Acquisition Corp. (the “Company” or “Rising Dragon”) issued two unsecured promissory notes, each with a principal amount of $27,818.5 ( “June 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. On July 15, 2026, the Company issued another unsecured promissory note with a principal amount of $55,637.41 (together with June Notes, the “Notes”) to SZG Limited.

 

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 August 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, 10.2 and 10.3 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
10.3   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: July 28, 2026

 

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

 

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Filing Exhibits & Attachments

7 documents