If You Invested in Rising Dragon (RDAC)

Rising Dragon Acquisition Corp. (NASDAQ: RDAC) is a blank check company, also referred to as a special purpose acquisition company (SPAC). It is incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The company’s efforts to identify a prospective target business are not limited to a particular industry or geographic region.

Rising Dragon Acquisition Corp. has securities listed on the Nasdaq Stock Market LLC, including its ordinary shares under the symbol RDAC, units under RDACU (each unit consisting of one ordinary share and one right entitling the holder to receive one-tenth of an ordinary share), and rights under RDACR. As an emerging growth company, it follows the regulatory framework applicable to such issuers under U.S. securities laws.

Business purpose and SPAC structure

As a SPAC, Rising Dragon Acquisition Corp. raised capital to place in a trust account and seeks to complete an initial business combination within a defined combination period. According to its proxy materials, it was formed to complete a business combination with a target business, which it refers to as a "target business," and to do so through a structured transaction that may include a merger and related steps. The company has entered into an Agreement and Plan of Merger that provides for a business combination with HZJL Cayman Limited, a Cayman Islands exempted company.

The business combination is structured in two steps: a Reincorporation Merger, in which Rising Dragon will merge with and into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of Rising Dragon, with Xpand Boom Technology remaining as the surviving publicly traded entity; and an Acquisition Merger, in which Xpand Boom Solutions Inc., a Cayman Islands exempted company and wholly owned subsidiary of Xpand Boom Technology, will merge with and into HZJL, resulting in HZJL becoming a wholly owned subsidiary of Xpand Boom Technology. Following closing, the surviving company (referred to as PubCo in the proxy statement/prospectus) is expected to remain Nasdaq-listed under a new ticker symbol.

Proposed business combination with HZJL Cayman Limited

Rising Dragon Acquisition Corp. and HZJL Cayman Limited have executed a Merger Agreement that sets out the terms of their proposed business combination. Under this agreement, the aggregate consideration for the Acquisition Merger is stated as a fixed dollar amount payable in newly issued ordinary shares of PubCo. The proxy statement describes the issuance of PubCo Class A ordinary shares and PubCo Class B ordinary shares to the former shareholders of HZJL upon closing, with HZJL becoming a wholly owned subsidiary of PubCo.

The proxy statement and related SEC filings outline the proposed ownership structure of PubCo under various redemption scenarios by Rising Dragon’s public shareholders. These materials also describe the voting rights associated with PubCo Class A and Class B ordinary shares, including that each PubCo Class A ordinary share is entitled to one vote and each PubCo Class B ordinary share is entitled to ten votes on matters submitted to a vote of shareholders, as set out in the proposed PubCo charter.

Shareholder approvals and extension of combination period

Rising Dragon Acquisition Corp. has convened shareholder meetings to approve matters related to the proposed business combination and to extend the time available to complete it. An Extraordinary General Meeting of shareholders was held to vote on proposals including the Reincorporation Merger, the Acquisition Merger, the Nasdaq proposal, the proposed PubCo charter, and the approval of directors for PubCo’s board. According to an 8-K filing, shareholders approved these proposals, and a significant number of ordinary shares were tendered for redemption in connection with the meeting.

In a separate Extension Meeting, shareholders approved an amendment to the Investment Management Trust Agreement. This amendment changed the monthly extension fee payable into the trust account to extend the date by which the company must consummate its initial business combination, allowing for up to six one-month extensions (for a total of up to 21 months to complete a business combination) and adjusting the amount of the monthly extension fee based on remaining public shares. The company’s filings describe the number of shares tendered for redemption in connection with these meetings and the resulting amended monthly extension fee for each one-month extension.

Corporate and regulatory context

Rising Dragon Acquisition Corp. is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934 and files current reports on Form 8-K, proxy statements on Schedule 14A, and other documents with the U.S. Securities and Exchange Commission (SEC). Its filings identify it as an emerging growth company and provide details on its capital structure, trust account arrangements, redemption rights for public shareholders, and the mechanics of its proposed business combination.

The company’s definitive proxy statement and subsequent supplements provide extensive information about the proposed transaction with HZJL, including the structure of the mergers, the consideration to be paid in shares, the anticipated post-transaction ownership of PubCo, and the conditions to closing. These documents also describe the proposals presented to Rising Dragon’s shareholders, the voting results, and the potential impact of varying levels of redemptions by public shareholders.

Status and future of the RDAC ticker

Based on the available filings, Rising Dragon Acquisition Corp. remains a listed SPAC on Nasdaq with its ordinary shares, units, and rights trading under the symbols RDAC, RDACU, and RDACR, respectively, while it works toward consummating its business combination with HZJL Cayman Limited through the two-step merger structure described in its SEC filings. The proxy statement and 8-K filings indicate that the combined company is expected to trade under a new ticker symbol after completion of the transaction, with Xpand Boom Technology Inc. as the surviving publicly traded entity. However, the provided materials do not state that the business combination has closed, and therefore RDAC’s status should be understood in the context of these ongoing transaction steps as disclosed in its SEC documents.

Key characteristics of Rising Dragon Acquisition Corp.

• Legal form: Cayman Islands exempted company with limited liability.
• Type: Blank check company / SPAC formed to complete a business combination with one or more target businesses.
• Listing: Ordinary shares (RDAC), units (RDACU), and rights (RDACR) listed on the Nasdaq Stock Market LLC.
• Sector and industry: Financial services sector, shell companies industry classification.
• Business objective: To consummate an initial business combination through a merger or similar transaction, as detailed in its Merger Agreement with HZJL Cayman Limited.