Rising Dragon Acquisition Corp 8-K, filed Nov 27, 2024
Rising Dragon Acquisition Corp. (RDAC)
About this 8-K
Rising Dragon Acquisition Corp filed this 8-K on November 27, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 | ||
| , and one Right entitling the holder to receive one-tenth of an Ordinary Share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The
|
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 8.01. Other Events.
On November 27, 2024, Rising Dragon Acquisition Corp. (the “Company”) announced that, on December 2, 2024, the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares and rights included in the Units. Each Unit consists of one ordinary and one right. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “RDACU.” Any underlying ordinary shares and rights that are separated will trade on Nasdaq under the symbols “RDAC” and “RDACR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into ordinary shares and rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 27, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: November 27, 2024 | ||
| RISING DRAGON ACQUISITION CORP. | ||
| By: | /s/ Lulu Xing | |
| Name: | Lulu Xing | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Rising Dragon Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Rights Commencing December 2, 2024
SHANXI, CHINA, Nov. 27, 2024 (GLOBE NEWSWIRE) -- Rising Dragon Acquisition Corp. (NASDAQ: RDAC) (the “Company”) announced today that, commencing December 2, 2024, holders of the units sold in the Company’s initial public offering completed on October 15, 2024 may elect to separately trade the ordinary shares of the Company, and the rights included in such units on The Nasdaq Capital Market (“Nasdaq”).
The ordinary shares and rights that are separated will trade on Nasdaq under the symbols “RDAC” and “RDACR,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “RDACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.
The units were initially offered by the Company in an underwritten offering. Lucid Capital Markets, LLC acted as sole book-running manager of the offering. A registration statement on Form S-1, as amended (File No. 333-280026), relating to these securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on October 10, 2024. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. The offering was made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering may be obtained from Lucid Capital Markets, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Rising Dragon Acquisition Corp.
Rising Dragon Acquisition Corp. is a blank check company newly incorporated as a Cayman Islands exempted company with limited liability 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. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Wenyi Shen
woody.shen@hywincapital.cn
Rising Dragon Acquisition Corp.
No. 604, Yixing Road, Wanbolin District, Taiyuan City,
Shanxi Province, People’s Republic of China