UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| and one Right entitling the holder to receive one-tenth of an Ordinary Share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 15, 2026, Rising Dragon Acquisition Corp. (the “Company”) issued (i) an unsecured promissory note in the principal amount of $11,188.68 (the “SZG Note”) 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, the Company, Purchaser and Merger Sub would occur, and (ii) an unsecured promissory note in the principal amount of $44,448.73 (the “Sponsor Note” and, together with the SZG Note, the “Notes”) to Aurora Beacon LLC, the Company’s sponsor (the “Sponsor”). The aggregate principal amount of the Notes is $55,637.41.
The Notes do not bear interest and are payable on the date on which the Company consummates its initial business combination. The proceeds of the Notes have been deposited in the Company’s trust account in connection with extending the time available for the Company to consummate its initial business combination until November 15, 2026. In addition, the holder of each Note may elect, upon at least five business days’ written notice prior to the closing of the business combination, to convert such Note, in whole or in part, into private units of the Company 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 and 10.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated as of October 15, 2026, issued by Rising Dragon Acquisition Corp. to SZG Limited | |
| 10.2 | Promissory Note, dated as of October 15, 2026, issued by Rising Dragon Acquisition Corp. to Aurora Beacon LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 29, 2026
| RISING DRAGON ACQUISITION CORP. | ||
| By: | /s/ Lulu Xing | |
| Name: | Lulu Xing | |
| Title: | Chief Executive Officer | |
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