UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 10, 2024
Date of Report (Date of earliest event reported)
Rising Dragon Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | | 001-42368 | | n/a |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
No. 604, Yixing Road,
Wanbolin District, Taiyuan City,
Shanxi Province, People’s Republic of China | | n/a |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +86 18817777987
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of an Ordinary Share | | RDACU | | The Nasdaq Stock Market LLC |
| Ordinary Shares | | RDAC | | The Nasdaq Stock Market LLC |
| Rights | | RDACR | | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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; |
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| | ● | A Rights Agreement, dated October 10, 2024 by and between the Company and Continental Stock Transfer & Trust Company; |
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| | ● | 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; |
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| | ● | An Investment Management Trust Agreement, dated October 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company; |
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| | ● | A Registration Rights Agreement, dated October 10, 2024, by and among the Company, Lucid Capital Markets, LLC and the initial shareholders of the Company; |
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| | ● | A Unit Subscription Agreement, dated October 10, 2024, by and between the Company and the Sponsor; and |
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| | ● | 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 Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.
As of October 15, 2024, a total of $57,787,500 of the net proceeds from the IPO (including the over-allotment Units) and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of October 15, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
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.
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.
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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated October 10, 2024, by and between the Company and Lucid Capital Markets, LLC |
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| 3.1 | | Amended and Restated Memorandum and Articles of Association |
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| 4.1 | | Rights Agreement, dated October 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company |
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| 10.1 | | Letter Agreement, dated October 10, 2024, among the Company, the Sponsor and the Company’s Officers and Directors |
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| 10.2 | | Investment Management Trust Agreement, dated October 10, 2024, by and between Continental Stock Transfer & Trust Company and the Company |
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| 10.3 | | Registration Rights Agreement, dated October 10, 2024, by and among the Company, Lucid Capital Markets, LLC and the Initial Shareholders |
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| 10.4 | | Unit Subscription Agreement, dated October 10, 2024, by and between the Company and the Sponsor |
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| 10.5 | | Indemnification Agreements, dated October 10, 2024, by and among the Company and each of the Company’s officers and directors |
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| 99.1 | | Press Release Dated October 10, 2024 |
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| 99.2 | | Press Release Dated October 15, 2024 |
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 | |
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| RISING DRAGON ACQUISITION CORP. | |
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| By: | /s/ Lulu Xing | |
| Name: | Lulu Xing | |
| Title: | Chief Executive Officer | |
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