Rising Dragon Acquisition (RDACU) Form 4 Rising Dragon Acquisition / Lulu Xing ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Xing Lulu

(Last) (First) (Middle)

C/O RISING DRAGON ACQUISITION CORP.

NO. 604, YIXING ROAD, WANBOLIN DISTRICT

(Street)

TAIYUAN CITY F4 030000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rising Dragon Acquisition Corp. [ RDAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Share, par value $0.0001 per share	10/15/2024		P		254,375	A	(1)	1,691,875	I	Held by Aurora Beacon LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to receive Ordinary Shares	(2)	10/15/2024		P		254,375		(2)	(2)	Ordinary Share, par value $0.0001 per share	25,437	(2)	254,375	I	Held by Aurora Beacon LLC(1)

Explanation of Responses:

1. Reflects the 254,375 private units owned by Aurora Beacon LLC, the Issuer's sponsor. The private units consist of ordinary shares and rights. The private units were purchased at $10 per unit for an aggregate purchase price of $2,543,750. Mr. Lulu Xing is the director of Aurora Beacon LLC. Mr. Xing has voting and dispositive power over the shares held of record by Aurora Beacon LLC. Mr. Xing disclaims any beneficial ownership of the shares held by Aurora Beacon LLC, except to the extent of his pecuniary interest therein.

2. The rights convert automatically into ordinary shares at the completion of the Issuer's initial business combination.

	/s/ Lulu Xing	10/15/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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