RDAC SEC filings, in plain English
Everything Rising Dragon Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Current Report on Form 8-K reporting a Nasdaq Listing Qualifications Department notice under Item 3.01 regarding failure to satisfy continued listing rules. Nasdaq notified Rising Dragon Acquisition Corp. on August 19, 2026 that its Market Value of Listed Securities remained below the $35 million threshold for 30 consecutive business days, triggering a mandatory compliance review. The exchange granted an 180-day cure period expiring on February 16, 2027. To restore listing status, the company must achieve a closing MVLS at or above $35 million for a minimum of 10 consecutive business days. If the February 16, 2027 deadline passes without compliance, Nasdaq will issue a delisting notice, though the company may appeal to a Hearings Panel. This filing does not modify the existing redemption calendar, trust account balance, extension provisions, target acquisition timeline, or sponsor governance conduct. Why it matters: Listing suspension creates immediate secondary market liquidity risk and compresses the operational runway available to close a business combination before the October 15, 2027 contractual deadline. Chief Executive Officer Lulu Xing stated the company intends to monitor market metrics and evaluate potential remedies, but explicitly disclaimed any assurance of maintaining Nasdaq compliance. For investors tracking redemption mechanics and trust value, a confirmed delisting often forces over-the-counter trading, alters shareholder liquidity profiles, and increases the probability of accelerated sponsor negotiations regarding a sale, tender offer, or early liquidation prior to the original termination date.
What changed: A Joint Filing Agreement (Exhibit 3) attached to a Schedule 13G, authorizing D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., D. E. Shaw Valence Portfolios, L.L.C., and David E. Shaw to submit a single regulatory statement regarding their beneficial ownership of Rising Dragon Acquisition Corp. The filing addresses only the administrative logistics of SEC disclosure under Rule 13d-1(k)(1). It bears directly on SPAC mechanics by confirming zero movement relative to any redemption calendar, trust balance, extension vote, target acquisition progress, or sponsor behavior. No voting power thresholds, redemption triggers, or business combination milestones are altered or disclosed. Why it matters: Beyond procedural compliance, the document contains no substantive claims regarding customer concentration, revenue projections, market sizing, technological roadmaps, commercial partnerships, pending litigation, or executive transitions. Its sole operative details are the signature of Daniel R. Marcus on behalf of each listed entity as of August 14, 2026, and the stated $0.0001 par value for the securities. For capital allocation analysis, this represents a routine aggregation of reporting obligations with no bearing on shareholder liquidity windows or deal timelines.
What changed: Schedule 13G/A — an amended beneficial ownership report filed to update public disclosures regarding equity holdings exceeding five percent, submitted by Barclays PLC for Rising Dragon Acquisition Corp. The provided excerpt identifies Barclays PLC as the reporting entity filing an amended Schedule 13G/A on 2026-08-14. The text does not disclose updated share quantities, ownership percentages, transaction dates, or statements regarding passive versus active control. It makes no reference to the SPAC’s SEARCHING status, the $10.896275879576413 trust value per share, the 2027-10-15 liquidation deadline, any proposed extension, business combination negotiations, target metrics, or sponsor conduct. Why it matters: A 13G/A amendment routinely adjusts institutional position disclosures or clarifies investment intent, which can signal shifting institutional alignment ahead of a shareholder vote, redemption window, or extension proposal. Because the excerpt contains no numerical holdings, historical comparisons, or strategic declarations, it cannot independently confirm whether Barclays PLC accumulated, reduced, or merely corrected its reporting obligation. The existing trust composition, deadline, and SEARCHING status remain governed by the underlying prospectus and previous filings until a complete exhibit confirms otherwise.
What changed: Routine compliance exhibit: a Schedule 13G/A beneficial ownership report filed on August 13, 2026, identifying AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as reporting persons. The filing is designated as an amendment (13G/A) but the provided text contains only listed holder names and omits all numerical disclosures, ownership percentages, transaction dates, or comparative tables showing any shift in voting or investment power. Because the excerpt lacks the amended body, no change in stake size, acquisition target selection, extension proposal, or sponsor conduct can be verified. Accordingly, the filing bears no direct mechanical impact on the documented redemption window, the October 15, 2027 termination deadline, or the per-share trust balance of $10.896275879576413. Why it matters: No operational claims, management forecasts, partnership announcements, litigation references, or executive statements appear in this excerpt. The SEC filing itself solely confirms that AQR-affiliated entities continue to hold a reportable equity position in Rising Dragon Acquisition Corp. Institutional and arbitration-focused holders typically track pre-decision periods closely; their sustained reporting presence may indicate ongoing assessment of redemption economics versus the remaining 2027 deadline. Without disclosed vote reallocations, trading activity, or deal-stage updates, this report does not materially alter shareholder redemption mechanics, trust preservation protocols, or acquisition timelines. Investors should await the complete amended filing or subsequent solicitation materials for concrete intelligence on business combination progress or sponsor actions.
What changed: a routine compliance exhibit: a Schedule 13G beneficial ownership report filed by Glazer Capital, LLC and Paul J. Glacer. Per Glazer Capital, LLC and Paul J. Glacer, the filing reports no amendments to the 2027-10-15 deadline, no adjustments to the $10.896275879576413 trust per share, no extension filings, no business combination milestones, and no changes in sponsor conduct or management activity. Why it matters: Because Glazer Capital, LLC and Paul J. Glacer disclose only a regulatory ownership snapshot without making any claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, the report provides no material signal for trust-account preservation assumptions, redemption-timing calculations, or due diligence on target-acquisition readiness.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026. Trust value per share increased from $10.56 at Dec 31, 2025 to $10.90 at June 30, 2026 due to interest earned, but absolute trust balance fell from $44.4M to $18.4M due to large redemptions: 1,903,823 shares redeemed at ~$10.83 on May 29, 2026 and 611,850 shares at ~$10.83 on June 3, 2026, totaling $27.3M withdrawn. The business combination deadline was extended seven times to August 15, 2026, with the last two monthly deposits of $55,637 each funded by the sponsor and the target's designee via convertible promissory notes. The merger agreement with HZJL Cayman Limited ($350M consideration) remains pending, subject to shareholder and regulatory approvals. The working capital deficit widened to $1.33M, with only $8,695 cash outside trust. The company disclosed substantial doubt about its ability to continue as a going concern. Why it matters: The filing highlights a rapidly depleting trust account and an imminent August 15, 2026 deadline. With minimal cash and a working capital deficit, the SPAC is at high risk of liquidation if the HZJL merger fails to close. Heavy redemptions signal waning public confidence. Sponsor and target are funding extensions with convertible notes, indicating ongoing commitment but also financial strain. The going concern disclosure underscores the urgency for investors monitoring the deal's completion.
What changed vs 2026-05-13trust $45.1M → $44.4M -1%deadline 2026-05-15 → 2026-08-15shares 4.20M → 1.69M -60%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $45.1M$44.4M
- Combination deadline
- 2026-05-152026-08-15
- Redeemable shares
- 4.20M1.69M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $663,909 left the trust between the two filings.
The clause “Unobservable Inputs Description 2025 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 44,388,583 $ 44,388,583 $ - $ - · Recent accounting pronouncements Management does not believe that any recently issued, but not yet”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“Combination). If the Company is unable to consummate the Company’s Initial Business Combination by August 15, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
SpacBrain reads this as 2,515,673 shares are no longer redeemable.
The clause …“issued and outstanding as of June 30, 2026 and December 31, 2025 (excluding 1,685,982 and 4,201,655 shares subject to possible redemption), respectively 175 175 Accumulated deficit ( 3,195,635 ) ( 2,251,030 ) Total Shareholders’”…
The clause …“redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G — a statutory beneficial ownership report filed by UBS Group AG disclosing its equity stake in Rising Dragon Acquisition Corp. The filing segment identifies UBS Group AG as the reporting holder and references filing sequence identifier [0001610520-26-000100]. The excerpt does not contain share quantities, percentage thresholds, acquisition dates, acquisition prices, or a statement of purpose, so no measurable change in holding size or voting influence is documented in the supplied text. Why it matters: This 13G confirms institutional capital placement but does not intersect SPAC execution mechanics. The disclosure makes no reference to the trust account, redemption option pricing, any proposed amendment to lengthen the 2027-10-15 business combination window, or modifications to sponsor promissory notes, founder shares, or compensation arrangements. Because UBS Group AG did not disclose aggregate share counts, acquisition methods, or intent to influence management, the report does not signal near-term negotiation leverage, dilution events, or shifts in sponsor conduct that would alter shareholder redemption calculus. UBS Group AG attributes all reporting obligations and positional disclosures in this filing exclusively to itself as the beneficial owner.
What changed: A Form 8-K current report and supporting exhibits disclosing the entry into a material definitive agreement regarding promissory notes, alongside the creation of direct financial obligations. Per the filing executed by Chief Executive Officer Lulu Xing, Rising Dragon Acquisition Corp. reports issuing two unsecured promissory notes on June 15, 2026, each with a principal amount of $27,818.5, and a third note on July 15, 2026, with a principal amount of $55,637.41. The payees are identified as the sponsor (Aurora Beacon LLC) and SZG Limited, the designated representative of HZJL Cayman Limited, the counterparty to a merger agreement dated January 27, 2025. The registrant states the notes bear no interest, mature upon closing of the business combination, and may be converted at the holder’s election into private units identical to the IPO units at a price of $10.00 per unit. The company asserts the proceeds have been deposited into the trust account specifically to extend the business combination completion window until August 15, 2026. The exhibits further reference the trust account being initially established for an amount of US$57,787,500 pursuant to a prospectus dated October 10, 2024. Why it matters: This document directly alters the redemption deadline framework by confirming a funded extension to August 15, 2026, which halts the clock on automatic liquidation and redemptions until that date. Mechanically, the extension is financed through credit instruments rather than immediate cash draws, preserving working capital while satisfying the trust deposit requirement. For investors tracking deal progress, the filing confirms active engagement with the HZJL Cayman Limited merger pathway but provides no updates on target operations, valuation, management retention, regulatory approvals, or projected revenue or market size. The conversion feature noted in the notes carries potential dilution implications for the public share count post-combination. Absent any commercial or operational disclosures, the substantive takeaway is purely structural: the timeline has been pushed out by the registered period via sponsored and affiliate-backed debt funding, and the trust retains its protected status pending the new deadline.
What changed: Routine compliance exhibit: SEC Schedule 13G/A beneficial ownership report. The filing lists Rivernorth Capital Management, LLC as a reporting holder, but the provided text contains no numerical disclosures, transaction dates, or percentage calculations to detail any change in beneficial ownership. Why it matters: Because the document is limited to identifying the reporting entity without disclosing position sizes, acquisition costs, or voting agreements, it carries no implications for redemption deadlines, trust value preservation, extension approvals, deal advancement, or sponsor conduct. No other substantive matters—including customer relationships, revenue streams, market positioning, strategic initiatives, technological assets, partnership arrangements, litigation exposures, or executive personnel—are attributed to any party within the excerpt.
What changed: A Schedule 13G/A amended beneficial ownership report, classified as a routine SEC compliance exhibit submitted to disclose institutional shareholding status. The filing text identifies Karpus Management, Inc. as the reporting entity submitting an amendment to its Schedule 13G. The document contains no language addressing redemption deadlines, trust value movements, extension proposals, target acquisition progress, or sponsor conduct. Per the filing, there is no alteration to the stated SPAC mechanics; it functions purely as a regulatory shareholder registry update. Why it matters: This routine compliance exhibit does not impact trust account administration, redemption pricing, merger timelines, or sponsor obligations. Because the excerpt provides only the filing designation, the accession number [0001072613-26-000564], and the reporting holder’s name, it carries no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attributed entirely to the filing, it confirms ongoing regulatory reporting by Karpus Management, Inc. but introduces no new terms, financial metrics, or procedural shifts relevant to investor exit rights or deal execution.
What changed: This document IS a Form 8-K Current Report functioning as a routine compliance exhibit and governance filing that records shareholder voting results, adopts a second amended and restated memorandum and articles of association, and executes a trust agreement amendment. Per the filing, shareholders approved at an extraordinary general meeting held on May 28, 2026 amendments to the company’s governing documents and investment management trust agreement. The registered change extends the combination period by fifteen one-month increments from July 15, 2026 to October 15, 2027. Following the shareholder vote, 1,903,823 ordinary shares were tendered for redemption. Based on the reduced post-redemption share count, the registrant states the monthly extension fee is fixed at $75,828.46 for each one-month extension, effectively replacing the previously contractual lesser-of-$100,000-per-month-or-$0.033-per-remaining-share formula. Voting tallies reported by the company show 3,266,304 shares voted FOR and 641,515 AGAINST on the charter amendment; 3,266,800 FOR and 640,922 AGAINST on the trust amendment; and 3,266,787 FOR and 641,030 AGAINST on the adjournment resolution. Of the 5,951,030 ordinary shares entitled to vote as of the May 1, 2026 record date, 3,907,845 cast ballots, representing 65.67% of outstanding voting power. Why it matters: The extension mechanically pushes the liquidation and redemption deadline to October 15, 2027, resetting the countdown for public holders tracking termination risk. By locking in a post-redemption sponsor deposit of $75,828.46 per month instead of the prior variable rate, the filing establishes a predictable monthly cash drain on the trust account that compounds through the final 15-month runway, directly impacting future per-share redemption valuations. The document contains no commercial claims regarding customer contracts, revenue streams, target identification, market size projections, strategic technology roadmaps, partnership pipelines, or pending litigation. Corporate governance disclosures identify Aurora Beacon LLC as the sponsor, Continental Stock Transfer & Trust Company as the trustee, and Lulu Xing as the signing Chief Executive Officer. The company’s principal executive office is listed at No. 604, Yixing Road, Wanbolin District, Taiyuan City, Shanxi Province, People’s Republic of China. While the filing provides no deal progress metrics, it materially alters the trust depletion schedule and sponsor funding obligation, making it a critical reference for investors monitoring extension viability, redemption timing, and capital preservation through the new October 2027 cutoff.
What changed: SEC Form 8-K Current Report (Items 1.01 and 2.03) classifying two unsecured promissory notes as material definitive agreements and direct financial obligations. Per the May 26, 2026 Form 8-K filed by Rising Dragon Acquisition Corp. and signed by Chief Executive Officer Lulu Xing, the company executed two promissory notes on May 15, 2026, each with a principal amount of $50,000, issuing one to sponsor Aurora Beacon LLC and the other to SZG Limited, the designee of HZJL Cayman Limited (the counterparty to the previously announced January 27, 2025 merger agreement). The notes bear zero interest, mature upon the initial business combination, and include a conversion feature allowing holders to exchange them for IPO-identical units at a price of $10.00 per unit. According to the filing, the combined proceeds were deposited into the trust account to extend the business combination completion window until June 15, 2026. The notes further disclose that the trust account was initially established at US$57,787,500 pursuant to an investment management trust agreement dated October 10, 2024. Under Section 1 of Exhibits 10.1 and 10.2, the notes terminate and require zero repayment if the merger agreement terminates under section 13.2(a) or if the business combination fails to close prior to the Closing Date for reasons not attributable to the maker. Why it matters: This filing materially shifts the SPAC’s governance and liquidity timeline by moving the mandatory liquidation and redemption cutoff to June 15, 2026, extending the window during which public shareholders may evaluate the proposed transaction or exercise redemption rights. Routing the $100,000 combined note principal into the trust rather than operating accounts preserves the per-share redemption floor while conditionally waiving repayment if the sponsor or merger counterparty walks away under the specified termination clauses. The conversion right establishes a predictable dilution pathway tied to the $10.00 unit price, and the default provisions in Sections 6 and 7 grant lenders immediate repayment rights upon insolvency, bankruptcy, or failure to satisfy principal within five business days past maturity. Investors tracking deal progress should note that the filing explicitly ties the lender’s financial exposure to the successful consummation of the HZJL Cayman Limited combination, meaning trust solvency and shareholder redemption calculations remain contingent on meeting the June 15, 2026 benchmark.
What changed: Schedule 13G – beneficial ownership report. The filing text lists AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as reporting entities. It provides no information regarding redemption windows, trust account allocations, extension procedures, target identification status, or sponsor fiduciary actions. As a routine compliance exhibit aggregating equity stakes, it updates public ownership registers without disclosing position sizes, purchase dates, or disposition plans that would alter shareholder liquidity expectations. Why it matters: Because the document contains no statements about customer contracts, revenue streams, total addressable markets, intellectual property, commercial partnerships, legal proceedings, or leadership changes, investors cannot extract operational or financial indicators from this submission. The absence of quantitative disclosures or forward-looking commentary means the filing does not shift redemption calculus, trigger warrant repricing events, or signal imminent business combinations. Institutional ownership updates remain informational rather than transactional until accompanied by share counts, cost bases, or Schedule 13D amendments.
What changed: A joint filing statement pursuant to Rule 13D-1(k)(1) incorporated as an exhibit to a Schedule 13G/A. The document discloses no changes or updates regarding redemption deadlines, trust value, extensions, target deal progress, or sponsor conduct. According to the filing, Kerry Propper and Antonio Ruiz-Gimenez 'hereby consent and agree to the joint filing of Schedule 13G... together with any or all amendments thereto, when and if required' for Rising Dragon Acquisition Corp. common stock. The parties also specify that this joint filing arrangement may be terminated by either undersigned individual 'upon written notice or such lesser period of notice as the undersigned may mutually agree.' Why it matters: Investors tracking SPAC mechanics and corporate substance should note this filing contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Per the explicit text, the only substantive content is the administrative consent between Kerry Propper and Antonio Ruiz-Gimenez to share 13G reporting obligations for RDAC shares. No trust account data, liquidation timelines, acquisition milestones, or sponsorship actions are reported.
What changed: Schedule 13G/A — a routine SEC compliance exhibit amending a beneficial ownership report under Section 13(d), filed by Rivernorth Capital Management, LLC. The supplied text identifies Rivernorth Capital Management, LLC as the reporting holder for a Schedule 13G/A dated 2026-05-15 but provides no amendment details, aggregate share quantities, ownership percentages, acquisition or disposition dates, or purpose statements. Accordingly, the excerpt contains no updates that affect the SPAC’s $10.896275879576413 trust per share, no information regarding the 2027-10-15 business combination deadline, no commentary on extension voting, redemption flows, or sponsor conduct, and no record of any transaction that would shift beneficial ownership thresholds or alter public float composition. Why it matters: Without Item 4 source-of-funds language, current aggregate holdings, or transaction timestamps, the filing does not indicate whether Rivernorth Capital Management, LLC increased, decreased, or maintained its position relative to the five percent reporting trigger. The absence of share counts or date stamps prevents assessment of institutional accumulation or distribution, meaning the document cannot inform redemption timing, proxy timelines, or deal viability. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present, so the document bears no substantive operational or financial commentary beyond identifying the reporting entity.
What changed: Routine compliance exhibit: SEC Schedule 13G/A beneficial ownership report. The filing amends or updates prior disclosures of beneficial ownership for Karpus Management, Inc.; the excerpt contains no share quantities, acquisition dates, or narrative detailing shifts in voting power, investment intent, or conditions that would indicate readiness for a business combination, anticipated redemption volume, or backing for an extension. Why it matters: Schedule 13G/A filings serve as standard regulatory maintenance for institutional holders adjusting their reported positions, but Karpus Management, Inc. attributed no operational claims, customer metrics, revenue projections, market sizing, technology developments, partnership arrangements, litigation exposure, or personnel movements to the issuer. Without explicit numerical stake changes or statements on whether the holder plans to exchange shares, vote on proposed corporate actions, or interact with management ahead of the applicable deadline, the document does not influence trust value mechanics, alter the search status, or illuminate sponsor conduct.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed by Rising Dragon Acquisition Corp., a blank-check company searching for a business combination. Trust value per share rose to $10.72 at March 31, 2026 from $10.56 at December 31, 2025, per the balance sheet. Net income was $211,963 for Q1 2026 vs. $453,867 in Q1 2025, as interest income fell to $380,783 from $597,157. Cash at March 31 was $9,470, with a working capital deficit of $850,925. The sponsor advanced another $232,800 (due to related party rose to $437,769) and drew $300,000 more on promissory notes (balance $400,000). The trust account held $45,052,492 at March 31. After the quarter, on April 15, 2026, two more $50,000 notes were issued to fund the fourth monthly extension deposit, keeping the deadline at May 15, 2026. The company has extended three times; it now has until May 15, 2026 to close a deal. Why it matters: The 10-Q shows the SPAC is burning cash rapidly — only $9,470 outside trust — and is entirely dependent on sponsor advances and extension loans to stay alive. The trust per-share value ($10.72) is above the IPO price, meaning any future redemption would return a premium to holders. The deadline is May 15, 2026; the company has already used all six permitted monthly extensions (by depositing $100,000 each time) and cannot extend further without changing its charter. If no deal closes by then, the trust will be liquidated and public shares redeemed at the then-current amount. The merger agreement with HZJL, announced January 2025, has not yet closed and no update on the expected closing timeline is provided beyond the extension mechanism. The company disclosed substantial doubt about its ability to continue as a going concern.
What changed vs 2025-11-05trust $60.2M → $45.1M -25%deadline 2026-01-14 → 2026-05-15shares 5.75M → 4.20M -27%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $60.2M$45.1M
- Combination deadline
- 2026-01-142026-05-15
- Redeemable shares
- 5.75M4.20M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $15,105,964 left the trust between the two filings.
The clause “$ 37,174 Prepaid expense 70,001 - Total current assets 79,471 37,174 Investment held in Trust Account 45,052,492 44,388,583 TOTAL ASSETS $ 45,131,963 $ 44,425,757 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Accrued”…
SpacBrain reads this as 121 days later than the previous record.
The clause …“Combination). If the Company is unable to consummate the Company’s Initial Business Combination by May 15, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
SpacBrain reads this as 1,548,345 shares are no longer redeemable.
The clause …“issued and outstanding as of March 31, 2026 and December 31, 2025 (excluding 4,201,655 and 4,201,655 shares subject to possible redemption), respectively 175 175 Accumulated deficit ( 2,719,850 ) ( 2,251,030 ) Total Shareholders’”…
The clause …“redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: definitive proxy statement (DEF 14A) for an extraordinary general meeting of shareholders of Rising Dragon Acquisition Corp., a blank-check company searching for a business combination. The filing seeks shareholder approval to extend the deadline to complete a business combination, from the current Termination Date of July 15, 2026, to a new Extended Date of October 15, 2027. This would require: (1) approving an amendment to the company's charter to allow up to fifteen additional one-month extensions; (2) amending the trust agreement to reduce the monthly extension fee to the lesser of $100,000 or $0.033 per remaining public share; and (3) authorizing an adjournment of the meeting if necessary. As of May 7, 2026, the per-share redemption price is approximately $10.63, the trust account holds marketable securities with a fair value of approximately $45.3 million, and the stock closed at $7.63 per share. The filing notes that for the November 20, 2025 Business Combination EGM, shareholders of 5,049,309 shares voted to approve the HZJL business combination, and 5,715,609 shares were tendered for redemption. Why it matters: This filing is material because the company has already secured shareholder approval for a business combination with HZJL and has an effective F-4 registration statement, but has been unable to close. The sponsor has been depositing monthly extension fees (on Jan 14, Feb 5, Mar 15, and Apr 15, 2026) to keep the SPAC alive through May 15, 2026. The current filing asks public shareholders to approve a further extension to October 15, 2027, which would give the sponsor up to 15 more months to close the HZJL deal. If not approved, the company states it will liquidate, returning trust proceeds to public shareholders. The filing also reveals significant redemption pressure: 5.7 million shares were tendered for redemption in connection with the earlier business combination vote. The trust value per share ($10.63) is far above the current trading price ($7.63), creating a strong economic incentive for further redemptions. Major institutional holders include Karpus Management (12.38%), Polar Asset Management (8.40%), RiverNorth Capital (8.32%), and others.
What changed vs 2025-11-28deadline 2026-07-15 → 2027-10-15combination deadline1 moved
- Combination deadline
- 2026-07-152027-10-15
SpacBrain reads this as 457 days later than the previous record.
The clause …“extend the Combination Period up to fifteen (15) times from July 15, 2026 to October 15, 2027 by depositing into the Trust Account an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement (PRE 14A) for an extraordinary general meeting of Rising Dragon Acquisition Corp. (RDAC) to seek shareholder approval to extend the deadline to complete a business combination from July 15, 2026 to October 15, 2027, and to amend the trust agreement to allow monthly extension fees. RDAC proposes to amend its charter and trust agreement to extend the combination period by up to 15 additional months (to October 15, 2027) and to set the monthly extension fee at the lesser of $100,000 or $0.033 per remaining public share. The sponsor has already extended monthly to May 15, 2026, and has two more months available under current terms. The filing also notes that 5,715,609 shares were tendered for redemption in connection with the previously approved HZJL business combination, and that the merger agreement remains in place. Why it matters: Without approval, RDAC may be forced to liquidate the trust and redeem public shares, ending the SPAC. The extension gives RDAC more time to close the HZJL business combination, which was already approved by shareholders in November 2025 but has not yet closed. The trust per-share value is approximately $10.896 (based on user data, not in filing), and the outcome affects redemption rights and the potential for the deal to complete.
What changed: An 8-K Current Report disclosing the entry into a material definitive agreement and the creation of a direct financial obligation through the issuance of unsecured promissory notes. According to the filing, Rising Dragon Acquisition Corp. issued two promissory notes, each with a principal amount of $50,000. One note was issued to Aurora Beacon LLC, the Company’s sponsor, and the other to SZG Limited, the designee of HZJL Cayman Limited, the counterparty to the merger agreement dated January 27, 2025. The proceeds were deposited into the trust account to extend the business combination completion window until May 15, 2026. The notes do not bear interest, mature upon the closing of the initial business combination, and may be converted by the holder into units identical to those issued in the initial public offering at a price of $10.00 per unit. The notes automatically terminate with no amounts due if the merger agreement is terminated under section 13.2(a) or if a business combination does not close prior to the Closing Date for reasons not attributable to the Company. The notes were executed by Chief Executive Officer Lulu Xing. Why it matters: This filing mechanically bridges the gap to May 15, 2026, using sponsor and target-designee capital to fund a short-term extension without diluting existing equity or altering the underlying merger terms. Crucially, the accompanying exhibits include a trust waiver stating that neither SZG Limited nor Aurora Beacon LLC holds any right, title, or claim to the monies in the trust account—which was initially established at US$57,787,500 pursuant to the investment management trust agreement dated October 10, 2024 with Continental Stock Transfer & Trust Company. This explicitly shields public stockholders' redemption value from these specific debt instruments. Beyond the extension mechanics and lender waivers, the filing discloses no new claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or further personnel changes. The transaction is governed by New York law, with exclusive jurisdiction in New York courts.
What changed: 10-K annual report for fiscal year ended December 31, 2025. Trust account fell from $58.3M to $44.4M after mass redemptions: 5,668,070 shares redeemed in connection with business combination vote and 1,548,345 more in extension vote. Sponsor and target designee SZG Limited each issued $50,000 promissory notes on Jan 14, Feb 5, and Mar 15, 2026 to fund monthly extensions to April 15, 2026. Trust per-share value was $10.56 at Dec 31, 2025; redemption price paid at the meetings was $10.55. Working capital deficit is $382,105; cash on hand $37,174. Auditor's going-concern opinion included. Why it matters: The SPAC executed its business combination and extension votes, resulting in massive redemptions that depleted roughly 76% of outstanding public shares. It is now relying on monthly extension payments from sponsor and target designee to stay alive until April 15, 2026. Cash outside trust is nearly zero. The merger with HZJL Cayman Limited, valued at $350 million consideration, must close by the deadline or the SPAC liquidates.
What changed vs 2025-03-26deadline 2026-01-15 → 2026-04-15shares 5.75M → 4.20M -27%combination deadline, redeemable shares, trust account +12 moved · 2 with no prior record of ours
- Combination deadline
- 2026-01-152026-04-15
- Redeemable shares
- 5.75M4.20M
- Trust account
- $58.3M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 90 days later than the previous record.
The clause …“Combination). If the Company is unable to consummate the Company’s Initial Business Combination by April 15, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
SpacBrain reads this as 1,548,345 shares are no longer redeemable.
The clause “9,375 shares issued and outstanding as of December 31, 2025 and 2024 (excluding 4,201,655 and 5,750,000 shares subject to possible redemption) 175 175 Accumulated deficit ( 2,251,030 ) ( 1,435,746 ) Total Shareholders’ Deficit ( 2,250,855”…
The clause “Unobservable Inputs Description 2024 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 58,330,546 $ 58,330,546 $ - $ - ● Recent accounting pronouncements Management does not believe that any other recently issued, but not”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2025, the Company had cash of $37,174 and a working capital deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Current Report on Form 8-K reporting the entry into a material definitive agreement and the creation of direct financial obligations through four unsecured promissory notes. According to the filing, Rising Dragon Acquisition Corp. issued four unsecured promissory notes, each with a principal amount of $50,000, resulting in an aggregate principal amount of $200,000. On February 5, 2026 and March 15, 2026, the company issued two notes to Aurora Beacon LLC, identified in the document as the company’s sponsor, and two notes to SZG Limited, the designee of HZJL Cayman Limited, the counterparty to the previously announced agreement and plan of merger dated January 27, 2025. The proceeds have been deposited in the company’s trust account to extend the business combination completion window until April 15, 2026. The notes bear no interest and mature upon closing of the initial business combination. Holders may convert the notes into units identical to those issued in the company’s initial public offering at a price of $10.00 per unit by providing written notice at least five business days prior to closing. No fractional units will be issued; any fractional entitlement will be settled in cash. If the merger agreement is terminated under section 13.2(a) or if a business combination does not close prior to the Closing Date for reasons not attributable to the maker, or if the agreement is mutually terminated, the notes terminate and no amounts become due. Chief Executive Officer Lulu Xing executed the agreements on behalf of the registrant. Why it matters: This filing directly alters the redemption timeline and trust mechanics by depositing $200,000 into the trust account—initially established at US$57,787,500 per the prospectus referenced in the notes—to secure an extension through April 15, 2026. It signals continued deal progress toward the January 27, 2025 merger agreement with HZJL Cayman Limited, as the target's designated party is actively participating in the financing arrangement alongside the sponsor. The $10.00 conversion provision locks in a specific equity conversion metric for the lender-parties, establishing a defined participation floor independent of prevailing market prices. Crucially, Section 13 of the promissory notes explicitly waives any payee claim against the trust account itself, limiting recourse to assets held outside the trust, thereby preserving public shareholder redemption protections while aligning sponsor and target incentives through convertible debt rather than immediate equity dilution. The governing law and exclusive jurisdiction for any dispute are specified as New York courts.
What changed: Form 8-K current report covering Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. Per the filing signed by CEO Lulu Xing, director Kei Tung Yeung resigned on March 12, 2026, and was immediately replaced by newly appointed director Xiaomin Pang. The registrant stated the departure occurred without any underlying disagreements between Mr. Yeung and the Company. Why it matters: For SPAC investors monitoring redemption mechanics, this filing is purely administrative. It confirms a board-level personnel swap but alters none of the existing trust parameters ($10.896275879576413 per share), leaves the October 15, 2027 liquidation deadline unchanged, provides no update on target business negotiations or PIPE financing, and involves no sponsor stock purchases or redemptions. The biographical disclosure of Mr. Pang (a 53-year-old Chinese CPA with 25+ years in auditing) notes he has no family ties to current officers and no material transactions with the Company in the prior two years, signaling standard governance maintenance rather than strategic pivot.
What changed: This document is a SCHEDULE 13G/A — beneficial ownership report. KARPUS MANAGEMENT, INC. filed this amended beneficial ownership schedule without disclosing any alterations to the SPAC’s redemption mechanics. The filing contains no statements modifying the 2027-10-15 search deadline, the documented trust value of $10.896275879576413 per share, any proposed time extensions, business combination advancement, or sponsor fiduciary actions. Why it matters: KARPUS MANAGEMENT, INC. did not attach any assertions regarding customer base, revenue metrics, market sizing, corporate strategy, technology pipelines, partnership arrangements, litigation exposure, or personnel movements in this submission. Because the excerpt lacks reported share counts, percentage thresholds, or voting power adjustments, the filing does not trigger liquidity events, alter trust distribution calculations, or accelerate merger timelines; investors should track subsequent 13D/G amendments or formal prospectus supplements for control shifts or deal execution updates.
What changed: A Schedule 13G/A amendment beneficial ownership report filed on 2026-02-12, formally disclosing institutional equity positions through affiliate entities identified in the filing as BANK OF MONTREAL, BANK OF MONTREAL HOLDING INC., BMO NESBITT BURNS INC., and Bank of Montreal Europe Plc. The filing updates the regulatory ownership trail for Bank of Montreal-affiliated holders. It contains no language regarding the SPAC’s trust account balance of $10.896275879576413 per share, the October 15, 2027 expiration deadline, merger agreement provisions, extension voting procedures, target due diligence status, or sponsor management conduct. No statements regarding customers, revenue projections, total addressable market, commercial strategy, proprietary technology, partnership structures, litigation exposure, or executive personnel changes appear in the submitted text. All holder identifications are sourced exclusively from the disclosure section of the Schedule 13G/A itself. Why it matters: For investors tracking the rising dragon acquisition corp. redemption calendar, trust preservation, and timeline to a liquidity event, this amendment reflects standard institutional reporting compliance rather than operational or structural development. It does not activate a redemption window, alter cash distributed per public share upon termination, or signal movement toward a definitive business combination agreement. As the 2027-10-15 cutoff approaches, however, the update establishes baseline institutional concentration data, confirming which capital allocators remain on record ahead of any potential extension vote or liquidation distribution.
What changed: Schedule 13G/A filing submission comprising exclusively an Exhibit 99 Power of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. Nothing bearing on redemption deadlines, trust accounting, extensions, target pursuit, or sponsor conduct appears in the filing. The submitted text discloses no share counts, acquisition dates, voting agreements, combination timelines, or liquidation triggers for Rising Dragon Acquisition Corp. Why it matters: According to the Power of Attorney text dated July 16, 2025 and executed by Goldman Sachs & Co. LLC Managing Director Carey Ziegler, the only operative change is the administrative renewal and roster adjustment of individuals authorized to file Rules 13D-G, 13G, and 13f-1 reports on behalf of Goldman Sachs. The firm appointed eighteen specific employees—including D Guru Prasad, Tobi Amusan, Taiki Misu, Asheesh Bajaj, and Abhilasha Bareja—to act as attorneys-in-fact, adjusted a name to Mariana Audeves Martinez, and expressly superseded prior delegations granted on July 29, 2024, and October 1, 2024. The authorization remains effective until July 16, 2026, is governed by New York law, and reserves unilateral revocation rights for the Company. For investors tracking RDAC’s commercial trajectory, liquidity windows, or trust preservation, the exhibit carries no substantive operational weight beyond confirming that Goldman Sachs maintains uninterrupted regulatory filing infrastructure for any positions deemed beneficially owned.
What changed: A Form 8-K current report filed pursuant to Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), accompanied by Exhibits 10.1 and 10.2 containing executed promissory note agreements. According to disclosures signed by Chief Executive Officer Lulu Xing, on January 14, 2026, Rising Dragon Acquisition Corp. issued two unsecured promissory notes, each with a principal amount of $50,000. One note was issued to Aurora Beacon LLC, identified in the filing as the Company’s sponsor, and the other to SZG Limited, designated by HZJL Cayman Limited, the counterparty to a previously announced agreement and plan of merger dated January 27, 2025. Per the note terms disclosed in the filing, the instruments bear no interest, mature solely upon closing of the initial business combination, and their proceeds were deposited into the trust account to extend the business combination completion window until February 15, 2026. The documents specify that holders may convert the notes into private units identical to those issued in the initial public offering at a price of $10.00 per unit, provided they deliver notice at least five business days before closing. If the merger agreement is terminated under section 13.2(a) or if a business combination fails to close prior to the Closing Date for reasons not attributable to the Company, the notes terminate automatically with no repayment obligation. The filing references that the trust account was initially established in the amount of US$57,787,500 per the Company’s prospectus dated October 10, 2024, and explicitly states that note holders waive any right, title, interest, or claim against trust monies. The document contains no operational updates regarding customers, revenue, market size, technology, commercial partnerships, active litigation, or personnel movements beyond the referenced merger counterparties and execution signatories. Why it matters: The extension moves the firm deadline for either consummating the referenced merger or triggering a dissolution/redemption event to February 15, 2026, directly setting the next horizon for public shareholder redemption calculations. The sponsor and the merger counterparty each contributed $50,000 (a combined $100,000) to fund the extension, signaling continued intent to proceed while revealing the necessity of working capital injections to maintain operations past the original term. Because the notes carry zero interest, convert exclusively to IPO-equivalent units at $10.00 per unit only upon a successful transaction, and become uncollectible if terminated or unsuccessful, the sponsor and target absorb full downside risk on these funds, preventing dilution of public trust balances or senior claim encroachment. By contractually waiving recourse to the trust account, the payees preserve existing per-share trust value math for redeeming shareholders. Investors monitoring the redemption calendar should mark February 15, 2026 as the binding cutoff and watch for subsequent filings indicating whether the January 27, 2025 merger agreement advances toward closing or dissolves.
What changed: Form 8-K/A (Amendment No. 1) that solely revises a previously disclosed monthly extension fee calculation to align with the Trust Agreement Amendment, while also disclosing ordinary share tender volumes tied to recent shareholder meetings. Per the Registrant's filing signed by Chief Executive Officer Lulu Xing, the company corrects the extension fee language to state that the 'Amended Monthly Extension Fee will be $100,000 for each one-month extension.' The same section reports that '1,548,345 ordinary shares were tendered for redemption' at the Extension Meeting and that an 'aggregate of 5,668,070 ordinary shares were tendered for redemption in connection with the extraordinary general meeting held on November 20, 2025.' Why it matters: Correcting the extension fee establishes the exact monthly deduction from the trust account, preserving transparency around how the trust value of $10.896275879576413 will compound or erode under the extended timeline ending 2027-10-15. Publishing the precise tender counts quantifies shareholder exit activity immediately prior to the business combination and extension approval votes, signaling near-term trust liquidity requirements and confirming the SPAC remains in SEARCHING status as it prepares for the next corporate actions.
What changed: A Current Report on Form 8-K reporting an amendment to the Investment Management Trust Agreement, shareholder voting results from a December 12, 2025 extraordinary general meeting, reported share redemptions, and the execution of revised monthly extension payment terms. The filing states that Rising Dragon Acquisition Corp. amended its Trust Agreement to modify the monthly extension fee structure payable by the Sponsor. The previous fee of $189,750 ($0.033 per share) was replaced by a fee 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 accounting for redemptions. The filing explicitly notes the new Amended Monthly Extension Fee will be $2,703.69 for each one-month extension. The amendment permits up to six additional one-month extensions, capping the total Combination Period at 21 months from IPO closing. According to the filing, 1,548,345 ordinary shares were tendered for redemption at the December 12 meeting, bringing the aggregate redemptions across the November 20, 2025 and December 12 meetings to 5,668,070 shares. Proxy results reported in the filing show 3,812,240 votes FOR and 1,353,614 votes AGAINST, representing 68.88% of the 7,499,375 record-date shares entitled to vote. The Trust Agreement's liquidation provisions were also restated to align distribution timelines with the 15-month IPO anniversary or the final monthly anniversary under the updated extension schedule. Why it matters: The registrant's filing documents a sharp contraction in the sponsor's mandatory monthly trust funding obligation, dropping to a fixed $2,703.69 per month due to the lower post-redemption share base. Investors tracking sponsor conduct and trust mechanics should note that while the dollar cost to extend the SEARCHING status decreased substantially, the fee structure is now directly tied to future redemption activity, meaning extension costs will continue to decline if additional shares are tendered prior to liquidation or a business combination. The filing confirms the Company retained shareholder authorization to extend the deadline outward through the approved monthly increments, preserving the existing redemption calendar framework while altering the economic terms of continued survival. The document contains no operational claims, revenue metrics, customer disclosures, market analysis, technology updates, partnership announcements, or litigation reports; it focuses exclusively on corporate governance actions, trust account administration, and shareholder voting outcomes.
What changed: Definitive Proxy Statement (DEF 14A) for an Extraordinary General Meeting soliciting shareholder votes on a Trust Agreement Amendment to modify monthly extension fees and an Adjournment Proposal. According to the proxy statement, the Company proposes amending its investment management trust agreement to change the monthly extension payment from $189,750 ($0.033 per share) to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after accounting for redemptions tied to the pending HZJL Business Combination vote. If shareholders approve this at the December 12, 2025 meeting, the Board states it will gain the right to extend the combination period from January 15, 2026 to July 15, 2026 in one-month increments. The filing simultaneously opens a new redemption window, allowing public shareholders to reverse prior election-of-redemption requests made for the November 20, 2025 Business Combination EGM (where 5,715,609 shares were tendered) and instead elect immediate cash redemption calculated as of two business days prior to the vote. Company management indicates the Sponsor would contribute the amended extension fees as an interest-free loan, repayable only upon consummation of a business combination. As of November 25, 2025, the proxy states the Trust Account held marketable securities with a fair value of approximately $60.5 million, yielding a redemption price of approximately $10.52 per share compared to a Nasdaq closing price of $11.49. Why it matters: The filing material alters the timeline and economics governing RDAC’s survival. According to the Board, approving the amendment provides the Sponsor—a Cayman Islands LLC ultimately controlled by a PRC resident—with a financial incentive to continuously fund extensions, thereby preserving the estimated $16.5 million market value of its 1,437,500 founder shares (originally purchased for $25,000) and the approximate $3.4 million value of its 254,375 private units (purchased for $2,543,750). If unapproved, the Company states it will be forced to cease operations within ten business days, redeem 100% of public shares, and dissolve, extinguishing sponsor equity and ending the HZJL merger pathway outlined in the September 26, 2025 Form F-4. Shareholders must now choose between retaining their segregated positions for the HZJL transaction or exercising the Dec 10, 2025 tender deadline for direct trust payouts. Furthermore, the disclosure emphasizes regulatory headwinds, noting that most directors and officers are PRC citizens or residents, which triggers potential CFIUS scrutiny under FIRRMA for any U.S.-target combination and heightens the risk of being deemed an unregistered investment company under the Investment Company Act of 1940 if extension proceeds exceed thresholds.
What changed vs 2025-09-26deadline 2026-01-15 → 2026-07-15going concern RESOLVEDcombination deadline, going-concern doubt, trust account +22 moved · 3 with no prior record of ours
- Combination deadline
- 2026-01-152026-07-15
- Going-concern doubt
- statednot stated
- Trust account
- $60.0Mnot matched in this filing
- Mandate language
- The company will focus on long-term growth by prioritizing c…not matched in this filing
- Redeemable shares
- 5.75Mnot matched in this filing
SpacBrain reads this as 181 days later than the previous record.
The clause …“and provide such monthly extensions as may be required for us to complete a Business Combination by or before July 15, 2026, which will provide our shareholders with the opportunity to participate in a Business Combination. As”…
SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Current Report on Form 8-K disclosing shareholder vote results and redemption activity for a proposed business combination. According to the filing, Rising Dragon Acquisition Corp. held an Extraordinary General Meeting on November 20, 2025. As of the September 11, 2025 record date, 7,499,375 ordinary shares were entitled to vote. At the meeting, 5,049,309 shares were cast, representing 67.33% of shares entitled to vote. The Company reported that 5,715,609 ordinary shares were tendered for redemption. The Company stated it plans to close the Business Combination as soon as possible and will continue to accept reversals of redemption requests until closing. The October 15, 2027 deadline and the existing trust value per share remain unchanged by this report. Why it matters: The filing confirms shareholder approval of the merger structure outlined in the January 27, 2025 Merger Agreement and referenced proxy statement (filed September 26, 2025, mailed September 29, 2025), which structures the combination through Xpand Boom Technology Inc. (PubCo) and Xpand Boom Solutions Inc. merging into HZJL Cayman Limited. Per the Company's disclosure, Bin Xiong, Wei Lin Yu, Jun Gang Wang, Jun Chen Sun, and Ye Liu were approved to serve on the PubCo board. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. The substantial redemption volume directly impacts post-combination capital availability, while the absence of extension filings or sponsor conduct modifications indicates the transaction proceeds on schedule under existing terms.
What changed: A Preliminary Proxy Statement (PRE 14A) convening an Extraordinary General Meeting on December 12, 2025, to solicit shareholder votes on a Trust Agreement Amendment Proposal and an Adjournment Proposal. The proxy states shareholders are being asked to approve changing the monthly extension payment from the Sponsor from $189,750 ($0.033 per share) to the lesser of (i) $100,000 per month or (ii) $0.033 per remaining public share. If approved, the Board can extend the Combination Period from January 15, 2026, to July 15, 2026, in one-month increments. To incentivize funding, the Sponsor intends to contribute the amended fee as an interest-free loan repayable upon a business combination, forgiven upon liquidation except for non-trust funds. Concurrently, public shareholders may exercise redemption rights now or reverse earlier instructions submitted for the November 20, 2025 Business Combination EGM to cash out immediately into the segregated transfer agent account. Why it matters: Reducing the extension cost lowers the financial friction for the Sponsor to preserve deal timelines while waiting to finalize the pending two-step merger with HZJL Cayman Limited, whose Form F-4 registration statement was declared effective September 26, 2025. The Board emphasizes that approving the amendment gives public shareholders additional time to capture the anticipated benefits of the combination, noting the Sponsor controls roughly 22.56% of issued shares and holds founder shares acquired for $25,000 and private units purchased for $2,543,750 that would be forfeited upon dissolution. Conversely, the filing warns that PRC citizenship among the Sponsor and executive team subjects potential targets to expanded CFIUS review under FIRRMA, while a 1% U.S. federal excise tax on stock repurchases could erode trust balances, meaning a failure to consummate the business combination by the Extended Date triggers liquidation procedures where only public shareholders receive pro rata trust distributions and insider interests expire worthless.
What changed: A routine compliance exhibit: a Schedule 13G/A amendment filing reporting aggregated beneficial ownership of equity securities. The filing attributes four affiliated institutions—Bank of Montreal, Bank of Montreal Holding Inc., BMO Nesbitt Burns Inc., and Bank of Montreal Europe Plc—as co-beneficial owners. The provided excerpt contains no share quantities, percentage thresholds, amendment codes, or acquisition dates, and it expressly reports nothing regarding redemption parameters, trust account distributions, extension voting, business combination timelines, or sponsor conduct. Why it matters: Investors tracking redemption deadlines, trust value mechanics, deadline extensions, deal progress, and sponsor conduct will find this excerpt devoid of applicable metrics. As a standard equity ownership disclosure, it reflects custodial or advisory aggregation rather than a catalyst for capital deployment or liquidation. Without accompanying pages detailing total shares held or changes to investment purpose, the filing does not impact the termination timeline and introduces no attributable claims regarding customer pipelines, revenue projections, market positioning, technology roadmaps, partnership agreements, litigation exposure, or executive appointments.
What changed: This document IS a routine compliance exhibit—a Limited Power of Attorney attached to a Schedule 13G/A—formally authorizing designated executives of Mizuho Financial Group, Inc. and its listed subsidiaries to execute and file Forms 13G and related amendments before the SEC. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing discloses zero changes. It contains only standardized agency clauses, corporate signatures dated 11-13-2025 from Hidekatsu Take and Adam Hopkins, and a classification table listing office addresses and institutional types for three affiliated entities. No trust account balances, shareholder voting windows, business combination timelines, or sponsor activities are updated or referenced. Why it matters: Substantively, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or material operational shifts. Any assertions regarding regulatory filing authority are made exclusively by the undersigned Mizuho entities and their appointed agent Takahiro Katsura, while executive titles and subsidiary locations are stated solely by Hidekatsu Take and Adam Hopkins on behalf of their respective companies. Consequently, it provides no actionable data on SPAC mechanics or target development, rendering it procedurally standard but mechanically inert for investors monitoring RDAC.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025, filed by Rising Dragon Acquisition Corp., a blank-check company still searching for a business combination. Trust account per-share value increased from $10.14 to $10.46 (interest income). The company entered a merger agreement on January 27, 2025 with HZJL Cayman Limited. On August 11, 2025, issued a $50,000 unsecured promissory note to sponsor. Working capital deficit widened to $89,565 (from $22,500 current liabilities net of current assets last year). Cash dropped to $5,620 from $392,679. No business combination yet; deadline January 14, 2026. Why it matters: The filing confirms a signed business combination target (HZJL) at $350 million consideration. Trust value growth boosts redemption price. Sponsor is extending additional loans to keep SPAC afloat. Going concern risk remains if deal fails to close by deadline.
What changed vs 2025-08-14trust $59.5M → $60.2M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $59.5M$60.2M
- Combination deadline
- 2026-01-14 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.75M · unchanged
SpacBrain reads this as $622,306 was added to the trust between the two filings.
The clause “392,679 Prepaid expense - 63,000 Total Current Assets 5,620 455,679 Investment held in Trust Account 60,158,456 58,330,546 TOTAL ASSETS $ 60,164,076 $ 58,786,225 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT Current”…
The clause …“if the Company fails to complete its Business Combination. The Company will have until January 14, 2026 initially to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination”…
The clause …“redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments”…
The clause …“and outstanding as of September 30, 2025 and December 31, 2024 (excluding 5,750,000 and 5,750,000 shares subject to possible redemption), respectively 175 175 Accumulated deficit ( 1,958,490 ) ( 1,435,746 ) Total Shareholders’”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, accompanied by a Rule 14a-12 solicitation notice, a supplement to a definitive proxy statement, and an attached press release (Exhibit 99.1), all announcing the postponement of an Extraordinary General Meeting of shareholders and the corresponding extension of a redemption request deadline. Per Item 8.01 and the press release dated October 15, 2025, Rising Dragon Acquisition Corp. moved its Extraordinary General Meeting from October 20, 2025, at 10 a.m. Eastern Time to November 20, 2025, at 10 a.m. Eastern Time. As a direct result, the deadline for delivering redemption requests tied to the proposed business combination with HZJL Cayman Limited was extended from October 16, 2025, to November 18, 2025. The Company confirmed that the record date remains the close of business on September 11, 2025, the physical venue stays at Loeb & Loeb LLP in New York, and no other proposals or transaction frameworks have altered. Ordinary shares retain a par value of $0.0001. Previously submitted redemption requests may be revoked before the November 18, 2025 cutoff, and all prior proxy submissions remain valid unless formally withdrawn via the procedures described in the proxy statement. Why it matters: The one-month postponement materially resets the liquidity event horizon for public investors, extending the window to exercise redemption rights at the prevailing trust account value per share by exactly thirty days. According to the filing, the delay is intended solely to provide additional time to review the proxy materials supplemented on September 26, 2025, and to cast votes. By preserving the September 11, 2025 record date and maintaining the HZJL Cayman Limited merger structure, management signals operational continuity despite scheduling adjustments. Public shareholders must coordinate with transfer agent Continental Stock Transfer & Trust Company, LLC (Attn: Mark Zimkind) to certify share delivery before November 18, 2025, to preserve exit options. Contact Wenyi Shen at hywincapital.cn and proxy solicitor Advantage Proxy, Inc. are designated for logistical inquiries. Beyond the mechanical schedule shift, the filing contains no new revenue forecasts, customer concentrations, technology roadmaps, or litigation disclosures, relying instead on standard forward-looking statements disclaimers issued by the registrant.
What changed: Routine compliance exhibit (SEC Form 8-K Current Report and attached press release) announcing a shareholder meeting postponement and redemption deadline extension. According to the press release dated October 15, 2025, the Extraordinary General Meeting originally scheduled for 10 a.m. Eastern Time on October 20, 2025, has been postponed to 10 a.m. Eastern Time on November 20, 2025. As a direct result, the Company extended the redemption request deadline for its proposed business combination with HZJL Cayman Limited from October 16, 2025, to November 18, 2025. The record date for voting eligibility remains the close of business on September 11, 2025. The Company notes that all previously cast proxies and votes survive the postponement unless formally revoked, and shareholders who already submitted redemption requests may withdraw them prior to the new November 18, 2025 deadline. Why it matters: This filing materially shifts the SPAC exit timeline by advancing the final redemption submission window by exactly 30 days, giving public shareholders a fixed deadline of November 18, 2025, to opt out before the HZJL Cayman Limited merger vote. The Company attributes the administrative delay solely to granting additional review time for the definitive proxy statement supplemented on September 26, 2025, rather than pending target diligence or valuation adjustments. The document discloses zero financial metrics, customer bases, market positioning claims, technology disclosures, or sponsor conduct indicators; all substantive assertions are confined to procedural mechanics, the physical meeting venue at Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and designated contacts at Continental Stock Transfer & Trust Company, LLC and proxy solicitor Advantage Proxy, Inc. Chief Executive Officer Lulu Xing signed the report on October 15, 2025.
What changed: Definitive Additional Materials (DEFA14A) filing serving as a supplement and amendment to an original definitive proxy statement to postpone an Extraordinary General Meeting and revise shareholder voting and redemption instructions. The Extraordinary General Meeting has been postponed from October 20, 2025, to November 20, 2025. The redemption request deadline consequently shifted from October 16, 2025, to November 18, 2025. The record date for voting eligibility remains the close of business on September 11, 2025, when 7,499,375 RDAC Ordinary Shares were issued and outstanding. The filing restates voting thresholds: proposals 1, 2, and 4 require the affirmative vote of no less than two-thirds of shares present and entitled to vote, while proposals 3 and 5 require a simple majority. Referencing the September 11, 2025 snapshot, the company states the redemption price per share would have amounted to approximately $10.44. Why it matters: Shareholders face a firm deadline to deliver signed written redemption demands and transfer shares physically or electronically via DTC to Continental Stock Transfer & Trust Company by November 18, 2025, two business days before the rescheduled vote. The board warns that beneficial owners holding RDAC Units must separate component shares sufficiently early to accommodate mailing or electronic withdrawal timelines, noting that failure to separate in a timely manner will likely prevent redemption exercise. Deal progress rests on cross-conditioned merger approvals: proposal 2 (acquiring HZJL Cayman Limited through Xpand Boom Solutions Inc.'s Merger Sub) requires approval of proposals 1 and 3, while proposal 1 (reincorporating into Xpand Boom Technology Inc./PubCo) depends on proposal 2. If either foundational merger fails, the Business Combination will not consummate. Unless the combination closes by January 15, 2026 (or extends to July 15, 2026, if the charter is amended), the company plans to dissolve and liquidate. The filing introduces five proposed post-combination directors (Bin Xiong, Wei Lin Yu, Jun Gang Wang, Jun Chen Sun, and Ye Liu) subject to shareholder ratification. Chairman Lulu Xing and the board unanimously recommend voting 'FOR' each proposal.
What changed: Definitive proxy statement/prospectus for an extraordinary general meeting to approve a business combination between SPAC Rising Dragon Acquisition Corp. (RDAC) and target HZJL Cayman Limited. Sets the shareholder meeting date (October 20, 2025) and redemption deadline (October 16, 2025). Discloses trust account value of approximately $60,025,519.67 as of September 11, 2025, with an estimated per-share redemption price of approximately $10.44 at the meeting. Provides detailed terms of the merger consideration ($350,000,000 in 35,000,000 PubCo ordinary shares), earn-out provisions for Bin Xiong (up to 20,000,000 shares based on revenue milestones), sponsor economics (founder shares purchased for $0.017 per share, potential profit of $14.99 million vs. public shareholder profit of $0.38 per share), and extensive risk factors including PRC regulatory risks, cybersecurity review, and PCAOB inspection issues. Why it matters: This filing communicates the definitive redemption deadline and trust value, which are critical for shareholders deciding whether to redeem or hold. It also details the sponsor's significant financial incentive to close the deal (founder shares worth ~$17.56 million vs. $25,000 investment), potential dilution to non-redeeming shareholders, and material risks related to the PRC holding company structure (CSRC filing, cybersecurity review, PCAOB access). These factors directly affect the redemption decision and post-combination investment outlook.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025. Redemption value per share increased from $10.14 to $10.35 due to interest income; trust account grew to $59.5 million; net income of $398,981 for the quarter; merger agreement with HZJL Cayman Limited signed on January 27, 2025; post-quarter-end $50,000 promissory note issued to sponsor; operating cash burn continues. Why it matters: The filing confirms the ongoing business combination process with HZJL, the trust value per share exceeding the initial $10.05, and the company's limited cash runway outside the trust. The deadline to complete a business combination is January 14, 2026, with possible extension to July 2026. The sponsor continues to provide working capital support.
What changed vs 2025-05-14trust $58.9M → $59.5M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $58.9M$59.5M
- Combination deadline
- 2026-01-14 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.75M · unchanged
SpacBrain reads this as $608,447 was added to the trust between the two filings.
The clause “9 Prepaid expense 21,000 63,000 Total Current Assets 104,406 455,679 Investment held in Trust Account 59,536,150 58,330,546 TOTAL ASSETS $ 59,640,556 $ 58,786,225 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT Current”…
The clause …“if the Company fails to complete its Business Combination. The Company will have until January 14, 2026 initially to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination”…
The clause …“redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments”…
The clause …“issued and outstanding as of June 30, 2025 and December 31, 2024 (excluding 5,750,000 and 5,750,000 shares subject to possible redemption), respectively 175 175 Accumulated deficit ( 1,788,502 ) ( 1,435,746 ) Total Shareholders’”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.