Corp. Rising Dragon Acquisition Corp. is a blank check company newly 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.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
The
disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 15, 2026, Rising Dragon
Acquisition Corp. (the “Company” or “Rising Dragon”) issued two unsecured promissory notes, each with a principal
amount of $27,818.5 ( “June Notes”), one to Aurora Beacon LLC, the Company’s sponsor, and one 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, Rising Dragon, Purchaser and Merger
Sub would occur. On July 15, 2026, the Company issued another unsecured promissory note with a principal amount of $55,637.41 (together
with June Notes, the “Notes”) to SZG Limited.
The
Notes do not bear interest and mature upon closing of the Company’s initial business combination. The proceeds of the Notes have
been deposited in the Company’s trust account in connection with extending the business combination completion window until August
15, 2026. In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the
Company’s initial public offering 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, 10.2 and 10.3 and are incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
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10.1 Form of Promissory Note
10.2 Form of Promissory Note
10.3 Form of Promissory Note
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