Rising Dragon Acquisition Corp. Files 8-K for Material Agreement
Ticker: RDACU · Form: 8-K · Filed: Jan 27, 2025 · CIK: 2018145
Sentiment: neutral
Topics: spac, definitive-agreement
TL;DR
RDACU signed a material deal, SPAC moving forward.
AI Summary
Rising Dragon Acquisition Corp. filed an 8-K on January 27, 2025, reporting a material definitive agreement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at No. 604, Yixing Road, Taiyuan City, China.
Why It Matters
This filing indicates Rising Dragon Acquisition Corp. has entered into a significant agreement, which could be a step towards its intended business combination as a special purpose acquisition company.
Risk Assessment
Risk Level: medium — As a SPAC, the company's primary risk is failing to complete a business combination within its timeframe, which could lead to dissolution.
Key Players & Entities
- Rising Dragon Acquisition Corp. (company) — Registrant
- January 27, 2025 (date) — Date of Report
- No. 604, Yixing Road, Taiyuan City, China (location) — Business Address
- Cayman Islands (location) — Jurisdiction of Incorporation
FAQ
What type of material definitive agreement did Rising Dragon Acquisition Corp. enter into?
The filing does not specify the exact nature of the material definitive agreement, only that one has been entered into.
When was the report filed and what is the earliest event reported?
The report was filed on January 27, 2025, and the earliest event reported is also dated January 27, 2025.
What is the Standard Industrial Classification (SIC) code for Rising Dragon Acquisition Corp.?
The SIC code listed is 6770, which corresponds to 'BLANK CHECKS'.
Where are the principal executive offices of Rising Dragon Acquisition Corp. located?
The principal executive offices are located at No. 604, Yixing Road, Wanbolin District, Taiyuan City, China.
What is the Commission File Number for Rising Dragon Acquisition Corp.?
The Commission File Number is 001-42368.
Filing Stats: 3,362 words · 13 min read · ~11 pages · Grade level 20 · Accepted 2025-01-27 16:32:40
Key Financial Figures
- $0.0001 — isting of one Ordinary Share, par value $0.0001 per share , and one Right entitling the
- $350 m — reholders for the Acquisition Merger is $350 million, payable in newly issued Purchase
- $10.00 — he "Closing Payment Shares"), valued at $10.00 per share. Furthermore, the parties a
Filing Documents
- ea0228776-8k425_rising.htm (8-K) — 74KB
- ea022877601ex2-1_rising.htm (EX-2.1) — 424KB
- ea022877601ex10-1_rising.htm (EX-10.1) — 69KB
- ea022877601ex99-1_rising.htm (EX-99.1) — 24KB
- 0001213900-25-007020.txt ( ) — 945KB
- rdacu-20250127_def.xml (EX-101.DEF) — 27KB
- rdacu-20250127_lab.xml (EX-101.LAB) — 37KB
- rdacu-20250127_pre.xml (EX-101.PRE) — 25KB
- rdacu-20250127.xsd (EX-101.SCH) — 4KB
- ea0228776-8k425_rising_htm.xml (XML) — 7KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement . On January 27, 2025, Rising Dragon Acquisition Corp., a Cayman Islands exempted company ("RDAC"), Xpand Boom Technology Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of RDAC ("Purchaser"), Xpand Boom Solutions Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser ("Merger Sub," together with RDAC, Purchaser, the "Purchaser Parties"), HZJL Cayman Limited, a Cayman Islands exempted company ("HZJL"), certain shareholder of HZJL ("Principal Shareholder"), and Mr. Bin Xiong, as representative of the Principal Shareholder of HZJL, entered into a Merger Agreement (the "Agreement"). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. 2 Acquisition Merger and Acquisition Consideration Upon the closing of the transactions contemplated by the Agreement, RDAC will merge with and into Purchaser, resulting in all RDAC shareholders becoming shareholders of the Purchaser as described under the below section titled "Reincorporation Merger." Concurrently therewith, Merger Sub will merge with and into HZJL, resulting in Purchaser acquiring 100% of the issued and outstanding equity securities of HZJL (the "Acquisition Merger"). Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall be reclassified into class A ordinary shares ("Purchaser Class A Ordinary Shares") and class B ordinary shares ("Purchaser Class B Ordinary Shares , " together with Purchaser Class A Ordinary Shares, "Purchaser Ordinary Shares") where each Purchaser Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the post-closing company and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to a vote at general and special meetings of the post-closing company. The aggregate consideration to be paid to HZ
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 2.1* Merger Agreement dated January 27 , 2025 10.1 Form of Shareholder Support Agreement 99.1 Press Release, dated January 27, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. 6
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: January 27, 2025 RISING DRAGON ACQUISITION CORP. By: /s/ Lulu Xing Name: Lulu Xing Title: Chief Executive Officer and Director 7