| ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION
AND BUSINESS BACKGROUND Rising Dragon Acquisition Corp. (the “Company,”
“we,” “us” or “our”) is a blank check company newly incorporated on March 8, 2024, under the laws
of the Cayman Islands 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 (“Business Combination”). The Company’s
efforts to identify a prospective target business will not be limited to a particular industry or geographic region. The Company does
not have any specific business combination under consideration and the Company has not (nor has anyone on its behalf), directly or indirectly,
contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction
with the company. The Company is an early-stage company and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage companies and emerging growth companies.
The Company has selected December 31 as its fiscal year end. As of September 30, 2024, the Company had not
commenced any operations. All activities through September 30, 2024 relate to the Company’s formation and the initial public offering
(the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived
from the Initial Public Offering. The registration statement for the Company’s
Initial Public Offering was declared effective on October 10, 2024. On October 15, 2024, the Company consummated the Initial Public Offering
of 5,750,000 units (the “Public Units”), which includes 750,000 Public Units upon the full exercise by the underwriter of
its over-allotment option, at $10.00 per Public Unit, generating gross proceeds of $57,500,000 to the Company. Each Public Unit consists
of one ordinary share and one right (“Public Rights”). Each Public Right will entitle the holder to receive one-tenth (1/10)
of one ordinary share upon consummation of initial business combination. Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 254,375 units (the “Private Placement Units”) at a price of $10.00 per
Private Placement Unit in a private placement to Aurora Beacon LLC (the “Sponsor”), generating gross proceeds of $2,543,750
to the Company. Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”).
Each Private Placement Right will entitle the holder to receive one-tenth (1/10) of one ordinary share upon consummation of the initial
business combination. Transaction costs amounted to $3,431,288, consisting
of $1,006,250 of underwriting commissions, $1,868,750 of deferred underwriting commissions and $556,288 of other offering costs. Following the closing of the Initial Public Offering,
$57,787,500 of cash was held in trust with Continental Stock Transfer & Trust Company. On October 15, 2024, $690,369 of cash was released
to the Company and used for the Company’s future working capital needs. The Company listed the Units on the Nasdaq Capital
Market (“NASDAQ”). The Company’s management has broad discretion with respect to the specific application of the net
proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds are intended to be generally
applied toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target
businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any
deferred underwriting commissions and interest released to pay taxes payable) at the time of the signing a definitive agreement in connection
with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing
of the Initial Public Offering, management has agreed that at least $10.05 per Unit, including the proceeds of the sale of the Private
Units will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company
that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by
the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account
to the Company’s shareholder, as described below. The Company will provide its shareholders with
the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in
its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in
the Trust Account (initially $10.05 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares
will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). The
ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of
the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing
Liabilities from Equity The Company will proceed with a Business Combination
if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination,
or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act (so that we are not subject to the SEC’s
“penny stock” rules), and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted
in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote
for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, offer such redemption pursuant
to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially
the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s initial shareholders (the
“initial shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement
Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in
favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles
of Association that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business
Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does
not complete a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders with
the opportunity to redeem their Public Shares for cash from the Trust Account in connection with any such vote; (c) not to redeem
any founder shares and Private Placement Shares as well as any Public Shares purchased during or after the Initial Public Offering for
cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer
in connection with a Business Combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to
shareholder’s rights of pre-Business Combination activity and (d) that the founder shares and Private Placement Shares
shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial
shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or
after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have 15 months (or up to
21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination
by the full amount of time, as described in more detail in the final prospectus relating to the Initial Public Offering, dated October
10, 2024, filed with the SEC by the Company on October 11, 2024) (the “Final Prospectus”) from the closing of the Initial
Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable),
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements
of applicable law. The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account
in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05. The Sponsor has agreed that it will be liable
to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
$10.05 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third
party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third
party, the sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce
the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2024, the Company
had cash of $100 and a working capital deficit of $182,336. Subsequent to the consummation of the IPO, the Company’s liquidity has
been satisfied through the net proceeds from the IPO and the Private Placement. The Company has incurred and expects to continue to incur
significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation
of a Business Combination. The Company will have until 15 months
(or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business
Combination by the full amount of time, as described in more detail in the Final Prospectus from the closing of the Initial Public Offering
to consummate a Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and
the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject
in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There is a possibility that
a business combination might not happen within the 15-month (or 21-month if extended as described in the Final Prospectus) period from
the date of the auditors’ report. In connection with the Company’s
assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures
of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
