| Item 1. | |
| (a) | Name of issuer:
Rising Dragon Acquisition Corp. |
| (b) | Address of issuer's principal executive
offices:
No. 604, Yixing Road, Wanbolin District, Taiyuan City, China, 030000 |
| Item 2. | |
| (a) | Name of person filing:
Antonio Ruiz-Gimenez*
Kerry Propper* |
| (b) | Address or principal business office or, if
none, residence:
1 Pennsylvania Plaza, 48th Floor New York, New York 10119 |
| (c) | Citizenship:
Antonio Ruiz-Gimenez - Spain
Kerry Propper - United States |
| (d) | Title of class of securities:
Ordinary Shares, par value US$0.0001 |
| (e) | CUSIP No.:
G7576K107 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) |  A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Antonio Ruiz-Gimenez - 495,000*
Kerry Propper - 495,000*
*The Ordinary Shares (the "Shares") of Rising Dragon Acquisition Corp. (the "Issuer") reported herein are held by (1) one or more private funds managed by ATW SPAC Management LLC ("ATW SPAC"), which has been delegated exclusive authority to vote and/or direct the disposition of certain Shares and (2) a private fund, SZOP Multistrat LP, managed by SZOP Multistrat Management LLC ("SZOP"). SZOP and ATW SPAC are registered investment advisers whose managing members are Kerry Propper and Antonio Ruiz-Gimenez (the "Control Persons").
The percentages reported herein are based upon the 7,499,375 Shares issued and outstanding as of November 4, 2024 as disclosed in the Issuer's Form 10-Q filed with the SEC on November 4, 2024.
By virtue of the relationships, the Control Persons may be deemed to have shared voting and dispositive power with respect to the Shares. This report shall not be deemed an admission that the Control Persons or any other person is the beneficial owner of the Shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Control Persons disclaims beneficial ownership of the Shares reported herein except to the extent of each of their pecuniary interest, if any, therein. |
| (b) | Percent of class:
Antonio Ruiz-Gimenez - 6.6%
Kerry Propper - 6.6% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Antonio Ruiz-Gimenez - 495,000*
Kerry Propper - 495,000*
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Antonio Ruiz-Gimenez - 495,000*
Kerry Propper - 495,000*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
