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

Rising Dragon (NASDAQ: RDAC) issues $200K in notes to extend merger window

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

Rhea-AI Filing Summary

Rising Dragon Acquisition Corp. entered into financing arrangements to extend the time it has to complete its initial business combination. On February 5, 2026 and March 15, 2026, the company issued four unsecured promissory notes with an aggregate principal amount of $200,000, split equally between its sponsor Aurora Beacon LLC and SZG Limited. The notes bear no interest, mature upon closing of the initial business combination, and their proceeds were deposited into the company’s trust account to extend the business combination completion window until April 15, 2026. Each note is convertible, at the holder’s option, into units identical to the IPO units at $10.00 per unit.

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Insights

Rising Dragon adds small, convertible sponsor-backed funding to extend its SPAC deadline.

Rising Dragon Acquisition Corp. obtained $200,000 of unsecured, non-interest-bearing promissory notes from its sponsor Aurora Beacon LLC and SZG Limited on two dates in 2026. The proceeds were placed in the trust account to extend the deadline for completing its initial business combination until April 15, 2026.

The notes mature upon closing of the initial business combination, meaning repayment aligns with deal completion rather than a fixed calendar date. Holders can convert into IPO-equivalent units at $10.00 per unit, introducing potential equity issuance instead of cash repayment depending on future choices by Aurora Beacon and SZG.

This structure is typical for SPAC deadline extensions and represents a modest capital addition relative to a standard SPAC trust size. Subsequent filings about the business combination with HZJL Cayman Limited and any exercise of the conversion option will clarify the eventual mix of cash repayment versus equity issuance.

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.

FAQ

What financing did Rising Dragon Acquisition Corp. (RDAC) enter into on February 5 and March 15, 2026?
Rising Dragon Acquisition Corp. issued four unsecured promissory notes totaling $200,000 on February 5 and March 15, 2026. Two notes went to Aurora Beacon LLC and two to SZG Limited, providing additional short-term funding linked to its business combination timeline.

Who are the note holders in Rising Dragon Acquisition Corp.’s February and March 2026 transactions?
The notes were issued to Aurora Beacon LLC, Rising Dragon’s sponsor, and SZG Limited, designee of HZJL Cayman Limited. Each received one $50,000 note on February 5 and one on March 15, 2026, for an aggregate principal of $200,000.

Do the new Rising Dragon Acquisition Corp. promissory notes bear interest?
No, the promissory notes issued by Rising Dragon Acquisition Corp. are unsecured and do not bear interest. They are structured to mature upon the closing of the company’s initial business combination, aligning repayment with completion of the merger process rather than a set maturity date.

When do Rising Dragon Acquisition Corp.’s new promissory notes mature?
The promissory notes mature upon the closing of Rising Dragon Acquisition Corp.’s initial business combination. This means payment is due when the SPAC completes its merger, rather than on a fixed calendar date, tying obligations directly to deal completion.

How will proceeds from Rising Dragon Acquisition Corp.’s notes be used?
Proceeds from the $200,000 in promissory notes were deposited into Rising Dragon Acquisition Corp.’s trust account. This funding supports extending the deadline to complete its initial business combination, moving the completion window out to April 15, 2026.

Can Rising Dragon Acquisition Corp.’s promissory notes convert into equity?
Yes, each promissory note may be converted by its holder into units of Rising Dragon Acquisition Corp. Those units are identical to the IPO units, at a conversion price of $10.00 per unit, potentially replacing cash repayment with equity issuance.

How do the new notes relate to Rising Dragon Acquisition Corp.’s merger with HZJL Cayman Limited?
One note on each date was issued to SZG Limited, designee of HZJL Cayman Limited, the counterparty to the previously announced merger agreement. The notes help fund extending the timeframe needed to close the proposed business combination with HZJL Cayman Limited.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

 

March 15, 2026 (February 5, 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 each of February 5, 2026 and March 15, 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”). On each such date, one note was issued to Aurora Beacon LLC, the Company’s sponsor, and one note was issued 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. In total, the Company issued four unsecured promissory notes in the aggregate principal amount of $200,000 pursuant to these transactions. 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 April 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, 10.3 and 10.4 and are incorporated herein by reference.

 

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Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.   Description
10.1   Promissory Note
10.2   Promissory Note
10.3   Promissory Note
10.4   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: March 27, 2026

 

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

 

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Source: View Original Filing on SEC EDGAR

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