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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

 

December 12, 2025

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
  030024
(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
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
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

 

Amendment to the Investment Management Trust Agreement

 

As approved by the shareholders of Rising Dragon Acquisition Corp. (the “Company” or “Rising Dragon”) at the extraordinary general meeting held on December 12, 2025 (the “Extension Meeting”), the Company entered into an amendment dated as of December 12, 2025 (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of October 10, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to amend the monthly extension fee (the “Extension Payment”) payable by the Company’s sponsor (the “Sponsor”) or its affiliates or designees into the trust account (the “Trust Account”) to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) up to six times, each by an additional one month (for a total of up to 21 months to complete a business combination), from an amount equal to $189,750 ($0.033 per share) to an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and the vote on the Trust Agreement Amendment Proposal (the “Amended Monthly Extension Fee”).

 

The foregoing description of the Trust Agreement Amendment is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

 

Item 5.07. Submissions of Matters to a Vote of Security Holders.

 

Rising Dragon held its Extension Meeting on December 12, 2025 at 10:00 a.m. Eastern Time. As of September 11, 2025, the record date for the Extension Meeting, there were 7,499,375 ordinary shares of Rising Dragon entitled to vote at the Extension Meeting. At the Extension Meeting, there were 5,165,854 ordinary shares voted by proxy or in person, representing 68.88% of the Company’s ordinary shares issued and outstanding and entitled to vote at the Extension Meeting as of the record date and constituting a quorum for the transaction of business.

 

Summarized below are the results of the matters submitted to a vote at the Extension Meeting.

 

Proposal No. 1. The Trust Agreement Amendment Proposal - To approve, as an ordinary resolution, the Trust Agreement Amendment, to amend the monthly Extension Payment payable by the Sponsor or its affiliates or designees into the Trust Account to extend the Combination Period up to six times, each by an additional one month (for a total of up to 21 months to complete a business combination), from an amount equal to $189,750 ($0.033 per share) to an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and the vote on the Trust Agreement Amendment Proposal.

 

This proposal was passed with voting results as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE  
3,812,240   1,353,614   0   0  

 

Proposals No. 2 - The Adjournment Proposal - To authorize, as an ordinary resolution, the chairman of the Extension Meeting to adjourn the Extension Meeting to a later date or dates, from time to time, as the chairman of the Extension Meeting may deem necessary or appropriate.

 

This proposal was passed with voting results as follows:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE  
3,812,240   1,353,614   0   0  

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Extension Meeting, 1,548,345 ordinary shares were tendered for redemption. An aggregate of 5,668,070 ordinary shares were tendered for redemption in connection with the extraordinary general meeting held on November 20, 2025 to approve the business combination and the Extension Meeting. The Amended Monthly Extension Fee will be $2,703.69 for each one-month extension.

 

1

 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Amendment to the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company dated October 10, 2024
     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

2

 

 

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: December 18, 2025  
     
RISING DRAGON ACQUISITION CORP.  
     
By: /s/ Lulu Xing  
Name:  Lulu Xing  
Title: Chief Executive Officer  

 

 

3

 

Exhibit 10.1

 

AMENDMENT NO. 1
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 1 (this “Amendment”), dated as of December 12, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between Rising Dragon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 10, 2024 (the “Trust Agreement”):

 

WHEREAS, Section l(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at an Extraordinary General Meeting of the Company held on December 12, 2025 (the “Extension Extraordinary General Meeting”), the Company’s shareholders approved the amendment to the Trust Agreement Amendment, to amend the monthly extension payment payable by the sponsor or its affiliates or designees into the trust account from an amount equal to $189,750 ($0.033 per share) to an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Extraordinary General Meeting to approve the Business Combination and the Extension Extraordinary General Meeting; and

 

NOW THEREFORE, IT IS AGREED:

 

1. Section l(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account including interest earned on the Trust Account (which interest shall be net of taxes paid or payable and, in the case of Exhibit B, up to $50,000 of interest to pay liquidation and dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 15-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 21 months from the closing of the IPO by depositing the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the redemptions in connection with any vote of the Company’s shareholders regarding the Business Combination or amendments to the Company’s Amended and Restated Memorandum and Articles of Association or the Trust Agreement for each one-month extension, but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and up to $50,000 of interest to pay liquidation and dissolution expenses), shall be distributed to the Public Shareholders as of the Last Date.”

 

2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto

 

5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[signature page follows]

 

 

 

 

WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee  
   
By: /s/ Francis Wolf  
Name: Francis Wolf  
Title: Vice President  
     
RISING DRAGON ACQUISITION CORP.  
   
By: /s/ Lulu Xing  
Name: Lulu Xing  
Title: Chief Executive Officer