Rising Dragon Acquisition RDAC

Rising Dragon Acquisition terminates merger agreement

Item 1.02 Ends material agreement, Item 7.01 Investor disclosure

Form
8-K
Filed
Importance
Major
  1. Termination of Merger Agreement on Oct 30, 2026
  2. Surviving provisions include dispute resolution and trust account waiver
  3. Unsecured promissory notes remain in effect for future business combinations

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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  • For the quarter ended June 30, 2026, Rising Dragon Acquisition Corp. reported: Net income $84,657.

From the filing

Item 1.02 Termination of a Material Definitive Agreement.

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed in the Current

Report on Form 8-K filed by Rising Dragon Acquisition Corp. (the "Company") with the Securities and Exchange Commission (the "SEC") on January 27, 2025, the Company entered into an Agreement and Plan of Merger, dated January 27, 2025 (the "Merger Agreement"), by and among the Company, Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (the "Purchaser"), Xpand Boom Solutions Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Purchaser ("Merger Sub"), HZJL Cayman Limited, a Cayman Islands exempted company

("HZJL"), XB B Limited, a British Virgin Islands business company (the "Principal Shareholder"), and Bin

Xiong, solely in his capacity as the shareholder of the Principal Shareholder (the "Principal Shareholder

Representative").

On October 30, 2026, the Company, the Purchaser,

Merger Sub, HZJL, the Principal Shareholder and the Principal Shareholder Representative entered into a letter agreement (the "Termination

Agreement"), pursuant to which the parties mutually agreed to terminate the Merger Agreement pursuant to Section 13.1(b) thereof, effective as of 11:59 p.m. Eastern Time on October 30, 2026 (the "Termination Date"), except that the dispute resolution provisions

(Article XII) and miscellaneous provisions (Article XIV, including the trust account waiver in Section 14.14) of the Merger Agreement survive the termination. The termination was approved by the boards of directors of the Company and HZJL. In connection with the termination of the Merger Agreement, the Termination Agreement also provides that (i) the lock-up agreements and the registration rights agreement contemplated to be entered into at the closing of the business combination were not executed and no party has any obligation to execute them, (ii) any other ancillary agreement that has been executed is terminated as of the Ter

Item 7.01 Regulation FD Disclosure.

Item 7.01 Regulation FD Disclosure.

On November 3, 2026, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Termination Agreement, dated October 30, 2026, by and among Rising Dragon Acquisition Corp., Xpand Boom Technology Inc., Xpand Boom Solutions Inc., HZJL Cayman Limited, XB B Limited and Bin Xiong

99.1

Press Release, dated November 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 3, 2026

RISING DRAGON ACQUISITION CORP.

By:

/s/ Lulu Xing

Name:

Lulu Xing

Title:

Chief Executive Officer

3

PRESS RELEASE, DATED NOVEMBER 3, 2026

Exhibit 99.1

Rising Dragon Acquisition Corp. and HZJL Cayman

Limited Announce Mutual Termination of Merger Agreement

Rising Dragon to continue to pursue an initial business combination

Taiyuan, China, Nov. 03, 2026 (GLOBE NEWSWIRE)

-- Rising Dragon Acquisition Corp. (Nasdaq: RDAC, RDACU, RDACR) ("Rising Dragon" or the "Company"), a special purpose acquisition company, today announced that it and HZJL Cayman Limited ("HZJL") have mutually agreed, effective as of October 30, 2026, to terminate the Agreement and Plan of Merger, dated January 27, 2025 (the "Merger Agreement"), by and among the Company, Xpand Boom Technology

Inc., Xpand Boom Solutions Inc., HZJL, XB B Limited and Bin Xiong.

The termination was approved by the boards of directors of Rising Dragon and HZJL. Under the terms of the termination agreement dated October 30, 2026 (the "Termination Agreement"), no party is required to pay a termination fee to any other party, and the parties have agreed to mutually release each other from claims relating to the Merger Agreement and the transactions contemplated thereby, subject to certain exceptions.

Rising Dragon intends to continue to pursue the consummation of an initial busine

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