RDACU Seeks Lower Extension Fee to Salvage HZJL Merger

TL;DR

**RDACU is on life support; vote FOR the extension fee cut or watch your investment liquidate as the HZJL deal crumbles.**

AI Summary

Rising Dragon Acquisition Corp. (RDACU) is seeking shareholder approval to amend its Trust Agreement, reducing the monthly extension fee payable by its sponsor to extend the deadline for its initial business combination. The current fee is $189,750 ($0.033 per share), which would be lowered to the lesser of $100,000 per month or $0.033 per remaining public share after redemptions. This amendment is crucial for the company to extend its Combination Period up to six additional months, from January 15, 2026, to July 15, 2026, to complete its merger with HZJL Cayman Limited. Shareholders approved the HZJL Business Combination on November 20, 2025, with 5,049,309 ordinary shares voting in favor, but 5,715,609 shares were tendered for redemption. Without this amendment, the sponsor may not fund the extension, potentially forcing RDACU to liquidate and redeem 100% of outstanding public shares, extinguishing shareholder rights.

Why It Matters

This proposal is a critical juncture for Rising Dragon Acquisition Corp. and its shareholders. Approval of the Trust Agreement Amendment directly impacts the SPAC's ability to complete its proposed merger with HZJL Cayman Limited, a deal already approved by shareholders. If the amendment fails, the sponsor may withdraw funding for extensions, leading to liquidation and a potential loss of investment for those who don't redeem. For HZJL, the target company, this vote determines the viability of its public listing via the SPAC route, affecting its growth prospects and market access. The competitive SPAC landscape means failure here could deter future deals for RDACU's management.

Risk Assessment

Risk Level: high — The risk level is high because failure to approve the Trust Agreement Amendment Proposal could lead to the immediate liquidation of Rising Dragon Acquisition Corp. The filing explicitly states, "If the Trust Agreement Amendment Proposal is not approved and the Sponsor or its affiliates or designees decides not to fund the Trust Account to extend the time for us to complete a Business Combination, we will... redeem 100% of the outstanding public shares." This presents a direct and imminent threat to the company's existence and the HZJL merger.

Analyst Insight

Investors should carefully consider the implications of not approving the Trust Agreement Amendment. Voting 'FOR' the proposal is essential to provide RDACU the necessary time to close the HZJL Business Combination. If you are a public shareholder, be aware of your redemption rights, especially if you previously tendered shares for redemption in connection with the Business Combination EGM, and understand the consequences of not redeeming now if the HZJL Business Combination is consummated.

Financial Highlights

total Assets

$189,750

cash Position

$189,750

Key Numbers

• $189,750 — Current monthly extension fee (Original amount payable by sponsor to extend Combination Period)
• $100,000 — Proposed maximum monthly extension fee (New cap for the Amended Monthly Extension Fee)
• $0.033 — Per share extension fee (Current and proposed per-share rate for extension payments)
• 6 — Number of additional monthly extensions (Maximum number of one-month extensions available, totaling up to 21 months)
• 21 — Total months to complete business combination (Maximum Combination Period if all extensions are utilized)
• 5,049,309 — Ordinary shares voted to approve HZJL Business Combination (Shares that approved the merger at the Business Combination EGM on November 20, 2025)
• 5,715,609 — Ordinary shares tendered for redemption (Shares that elected to redeem in connection with the Business Combination EGM)
• $10.52 — Redemption price per public share (Redemption price as of November 25, 2025)
• $11.49 — Closing price of ordinary shares on Nasdaq (Closing price on November 25, 2025)
• 50% — Required vote for Trust Agreement Amendment Proposal (Affirmative vote of at least fifty percent of votes cast by holders of issued and outstanding ordinary shares)

Key Players & Entities

• Rising Dragon Acquisition Corp. (company) — Registrant and SPAC seeking extension
• HZJL Cayman Limited (company) — Target company for the business combination
• Continental Stock Transfer & Trust Company (company) — Trustee for the investment management trust agreement
• Lulu Xing (person) — Chairman of the Board and Chief Executive Officer of Rising Dragon Acquisition Corp.
• SEC (regulator) — Declared Form F-4 effective for HZJL Business Combination
• Loeb & Loeb LLP (company) — Location for the in-person Extraordinary General Meeting
• Bin Xiong (person) — Representative of Principal Shareholder of HZJL
• Xpand Boom Technology Inc. (company) — Wholly owned subsidiary of Rising Dragon and surviving entity in Reincorporation Merger
• Xpand Boom Solutions Inc. (company) — Wholly owned subsidiary of PubCo and Merger Sub for HZJL Acquisition

FAQ

Risk Factors

• Sponsor's willingness to fund extensions [high — financial]: The company's ability to extend its business combination deadline hinges on the sponsor's willingness to fund monthly extension fees. If the sponsor chooses not to fund these extensions, the company may be forced to liquidate, resulting in the redemption of all public shares and the extinguishment of shareholder rights.
• Redemption levels impacting business combination viability [medium — market]: A significant number of shares, 5,715,609, were tendered for redemption in connection with the HZJL Business Combination. High redemption levels can reduce the available capital for the business combination and may jeopardize its completion.
• Trust Agreement Amendment approval [medium — regulatory]: The proposed amendment to the Trust Agreement requires an ordinary resolution, meaning at least 50% of the votes cast by holders of issued and outstanding ordinary shares must approve it. Failure to achieve this threshold will prevent the extension of the combination period.

Industry Context

Rising Dragon Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) industry. This sector has seen increased scrutiny and regulatory attention due to its unique structure and the potential for conflicts of interest. The industry is characterized by a race against time for SPACs to identify and complete a business combination before their deadlines, often leading to extensions and amendments similar to the one proposed by RDACU.

Regulatory Implications

The proposed amendment to the Trust Agreement requires shareholder approval, highlighting the importance of transparency and governance in SPAC operations. Failure to secure the necessary votes could lead to liquidation, impacting investors. The SEC's oversight of SPAC filings and transactions remains a key regulatory factor.

What Investors Should Do

1. Review the Trust Agreement Amendment Proposal carefully.
2. Consider the impact of potential redemptions on the business combination.
3. Vote on the Trust Agreement Amendment Proposal.

Key Dates

• 2024-10-10: Trust Agreement dated — Establishes the initial terms for the company's trust account and business combination timeline.
• 2025-01-15: Initial Combination Period Termination Date — The original deadline for consummating an initial business combination.
• 2025-11-20: HZJL Business Combination EGM held — Shareholders voted on the proposed business combination with HZJL Cayman Limited.
• 2025-12-12: Extraordinary General Meeting — Shareholders will vote on the Trust Agreement Amendment Proposal and Adjournment Proposal.
• 2026-07-15: Extended Date — The potential new deadline for consummating the business combination if all six monthly extensions are utilized.

Glossary

Trust Agreement

The agreement governing the company's trust account, which holds the proceeds from the initial public offering. (The proposed amendment directly impacts this agreement, specifically regarding extension fees.)

Sponsor

The entity that initially organized and funded the SPAC, typically receiving founder shares and warrants. (The sponsor is responsible for funding the extension fees and has an incentive to approve the amendment.)

Combination Period

The timeframe within which the SPAC must complete its initial business combination. (The amendment seeks to extend this period to allow more time for the HZJL merger.)

Extension Payment

A fee paid by the sponsor to extend the Combination Period. (The proposed amendment alters the structure and amount of this payment.)

HZJL Business Combination

The proposed merger between Rising Dragon Acquisition Corp. and HZJL Cayman Limited. (The primary transaction that the company is seeking to complete.)

Redemption

The process by which public shareholders can elect to have their shares repurchased by the company for cash. (A significant number of shares were redeemed, impacting the capital available for the business combination.)

Year-Over-Year Comparison

This filing represents a significant shift from previous SPAC filings, as it focuses on extending the deadline for a business combination rather than announcing a new one. The key metrics revolve around the proposed changes to the Trust Agreement, specifically the reduction in the monthly extension fee from $189,750 to a maximum of $100,000 or $0.033 per share. This is driven by a substantial number of redemptions (5,715,609 shares) that occurred in connection with the HZJL Business Combination vote, indicating a potential challenge in completing the transaction within the original timeframe.

Key Financial Figures

• $189,750 — s combination), from an amount equal to $189,750 ($0.033 per share) to an amount equal t
• $0.033 — ion), from an amount equal to $189,750 ($0.033 per share) to an amount equal to the le
• $100,000 — mount equal to the lesser of (i) $100,000 per month for all remaining public shar
• $1,138,500 — 33 per share) (or up to an aggregate of $1,138,500 if we extend for the full six mo
• $10.52 — rice per public share was approximately $10.52. The closing price of the ordinary shar
• $11.49 — ares on Nasdaq on November 25, 2025 was $11.49. Rising Dragon cannot assure shareholde

Filing Documents

• ea0265954-02.htm (DEF 14A) — 619KB
• 0001213900-25-115777.txt ( ) — 620KB

From the Filing

DEF 14A 1 ea0265954-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material under §240.14a -12 RISING DRAGON ACQUISITION CORP. (Name of Registrant as Specified In Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0 -11   Table of Contents LETTER TO SHAREHOLDERS OF RISING DRAGON ACQUISITION CORP. No. 604, Yixing Road, Wanbolin District Taiyuan City, Shanxi Province, P.R. China Dear Rising Dragon Acquisition Corp. Shareholder: You are cordially invited to attend an extraordinary general meeting of Rising Dragon Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Rising Dragon,” “RDAC,” “we,” “us” or “our” ), which will be held on December 12, 2025, at 10:00 a.m., Eastern Time (the “Extraordinary General Meeting” ). The Extraordinary General Meeting will be held in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/risingdragonac/ext2025 and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. Meeting Details: Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay): https://www.cstproxy.com/risingdragonac/ext2025 Telephone access (listen -only ): Within the U.S. and Canada: 1 800 -450-7155 (toll -free ) Outside of the U.S. and Canada: +1 857 -999-9155 (standard rates apply) Conference ID: 2515153# The attached Notice of the Extraordinary General Meeting and proxy statement describe the business Rising Dragon will conduct at the Extraordinary General Meeting and provide information about Rising Dragon that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals: •          Proposal No. 1 — Trust Agreement Amendment Proposal  — To approve, as an ordinary resolution, the amendment (the “Trust Agreement Amendment” ) to Rising Dragon’s investment management trust agreement, dated as of October   10, 2024 (the “Trust Agreement” ), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee” ), as set forth in Annex A hereto, to amend the monthly extension fee (the “Extension Payment” ) payable by our sponsor (the “Sponsor”) or its affiliates or designees into the trust account (the “ Trust Account ”) to extend the date by which the Company must consummate its initial business combination (the “ Combination Period ”) up to six times, each by an additional one month (for a total of up to 21 months to complete a business combination), from an amount equal to $189,750 ($0.033 per share) to an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM (as defined below) and the vote on the Trust Agreement Amendment Proposal (the “ Amended Monthly Extension Fee ”). This proposal is referred to as the “ Trust Agreement Amendment Proposal ;” and •          Proposal No. 2 — Adjournment Proposal —  To authorize, as an ordinary resolution, the Chairman of the Extraordinary General Me

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