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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
October 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 (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 1.01 Entry into a Material Definitive
Agreement.
The disclosure contained in Item 2.03 of this
Current Report on Form 8-K 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 October 15, 2026, Rising Dragon Acquisition
Corp. (the “Company”) issued (i) an unsecured promissory note in the principal amount of $11,188.68 (the “SZG Note”)
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, the Company, Purchaser and Merger Sub
would occur, and (ii) an unsecured promissory note in the principal amount of $44,448.73 (the “Sponsor Note” and, together
with the SZG Note, the “Notes”) to Aurora Beacon LLC, the Company’s sponsor (the “Sponsor”). The aggregate
principal amount of the Notes is $55,637.41.
The Notes do not bear interest and are payable
on the date on which the Company consummates its initial business combination. The proceeds of the Notes have been deposited in the Company’s
trust account in connection with extending the time available for the Company to consummate its initial business combination until November
15, 2026. In addition, the holder of each Note may elect, upon at least five business days’ written notice prior to the closing
of the business combination, to convert such Note, in whole or in part, into private units of the Company 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Promissory Note, dated as of October 15, 2026, issued by Rising Dragon Acquisition Corp. to SZG Limited |
| 10.2 |
|
Promissory Note, dated as of October 15, 2026, issued by Rising Dragon Acquisition Corp. to Aurora Beacon LLC |
| 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: October 29, 2026
| RISING DRAGON ACQUISITION CORP. |
|
| |
|
| By: |
/s/ Lulu Xing |
|
| Name: |
Lulu Xing |
|
| Title: |
Chief Executive Officer |
|
