Rising Dragon Acquisition Corp. Files 8-K with Key Updates

TL;DR

RDAC filed an 8-K detailing material agreements, equity sales, and charter amendments. Stay tuned.

AI Summary

Rising Dragon Acquisition Corp. filed an 8-K on October 15, 2024, reporting on several events as of October 10, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The company is incorporated in the Cayman Islands and its principal executive offices are located in Taiyuan City, China.

Why It Matters

This filing indicates significant corporate actions by Rising Dragon Acquisition Corp., including potential new agreements and equity transactions, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and amendments to corporate documents, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-42368 — SEC File Number (Identifies the company's filing with the SEC.)
• 20241010 — Date of Earliest Event Reported (Indicates when the reported events occurred.)

Key Players & Entities

• Rising Dragon Acquisition Corp. (company) — Registrant
• Cayman Islands (jurisdiction) — Place of incorporation
• Taiyuan City, Shanxi Province, People’s Republic of China (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — isting of one Ordinary Share, par value $0.0001 per share, and one Right entitling the
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $57,500,000 — per Unit, generating gross proceeds of $57,500,000. As of October 15, 2024, a total of $5
• $57,787,500 — 00. As of October 15, 2024, a total of $57,787,500 of the net proceeds from the IPO (inclu
• $2,543,750 — vate Unit, generating total proceeds of $2,543,750. The Private Units are identical to th

Filing Documents

• ea0217642-8k_rising.htm (8-K) — 37KB
• ea021764201ex1-1_rising.htm (EX-1.1) — 275KB
• ea021764201ex3-1_rising.htm (EX-3.1) — 314KB
• ea021764201ex4-1_rising.htm (EX-4.1) — 70KB
• ea021764201ex10-1_rising.htm (EX-10.1) — 59KB
• ea021764201ex10-2_rising.htm (EX-10.2) — 88KB
• ea021764201ex10-3_rising.htm (EX-10.3) — 97KB
• ea021764201ex10-4_rising.htm (EX-10.4) — 54KB
• ea021764201ex10-5_rising.htm (EX-10.5) — 82KB
• ea021764201ex99-1_rising.htm (EX-99.1) — 7KB
• ea021764201ex99-2_rising.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-24-087860.txt ( ) — 1108KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On October 10, 2024, the Registration Statement (File No. 333-280026) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Rising Dragon Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, on October 10, 2024, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated October 10, 2024, by and between the Company and Lucid Capital Markets, LLC, as representative of the underwriters; A Rights Agreement, dated October 10, 2024 by and between the Company and Continental Stock Transfer & Trust Company; A Letter Agreement, dated October 10, 2024, by and between the Company and each of Aurora Beacon LLC (the “Sponsor”), the officers and directors of the Company; An Investment Management Trust Agreement, dated October 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company; A Registration Rights Agreement, dated October 10, 2024, by and among the Company, Lucid Capital Markets, LLC and the initial shareholders of the Company; A Unit Subscription Agreement, dated October 10, 2024, by and between the Company and the Sponsor; and Indemnification Agreements, dated October 10, 2024, by and between the Company and each of the officers and directors of the Company. The underwriters were granted a 45-day option to purchase up to an additional 750,000 Units (as defined below) to cover over-allotments, if any. On October 10, 2024, the underwriters fully exercised the over-allotment option. On October 15, 2024, the Company consummated the IPO of 5,750,000 units (the “Units”). Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”) and one right to receive one-tenth (1/10) of one Ordinary Sh

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of 254,375 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,543,750. The Private Units are identical to the Units (as defined above) sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

03. Amendments

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On October 10, 2024, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On October 10, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On October 15, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial

Item 9.01. Financial Exhibit No. Description 1.1 Underwriting Agreement, dated October 10, 2024, by and between the Company and Lucid Capital Markets, LLC 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Rights Agreement, dated October 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company 10.1 Letter Agreement, dated October 10, 2024, among the Company, the Sponsor and the Company’s Officers and Directors 10.2 Investment Management Trust Agreement, dated October 10, 2024, by and between Continental Stock Transfer & Trust Company and the Company 10.3 Registration Rights Agreement, dated October 10, 2024, by and among the Company, Lucid Capital Markets, LLC and the Initial Shareholders 10.4 Unit Subscription Agreement, dated October 10, 2024, by and between the Company and the Sponsor 10.5 Indemnification Agreements, dated October 10, 2024, by and among the Company and each of the Company’s officers and directors 99.1 Press Release Dated October 10, 2024 99.2 Press Release Dated October 15, 2024 2

SIGNATURES

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 15, 2024 RISING DRAGON ACQUISITION CORP. By: /s/ Lulu Xing Name: Lulu Xing Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR