Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - WhiteFiber, Inc. (WYFI) is up 21% at $17.35 [3] - Rising Dragon Acquisition Corp. (RDAC) is up 21% at $12.63 [3] - Julong Holding Limited (JLHL) is up 13% at $3.45 [3] - Linkhome Holdings Inc. (LHAI) is up 11% at $12.50 [3] - A SPAC III Acquisition Corp. (ASPC) is up 9% at $13.09 [3] - Intuitive Machines, Inc. (LUNR) is up 7% at $11.61 [3] - Ascent Solar Technologies, Inc. (ASTI) is up 7% at $3.31 [3] - Bitmine Immersion Technologies, Inc. (BMNR) is up 6% at $30.39 [3] - Velo3D, Inc. (VELO) is up 5% at $12.10 [3] - Gain Therapeutics, Inc. (GANX) is up 4% at $2.36 [3] Premarket Losers - cbdMD, Inc. (YCBD) is down 17% at $1.60 [4] - Mega Fortune Company Limited (MGRT) is down 16% at $7.33 [4] - Cassava Sciences, Inc. (SAVA) is down 14% at $2.43 [4] - NIKE, Inc. (NKE) is down 10% at $59.01 [4] - InMed Pharmaceuticals Inc. (INM) is down 6% at $1.21 [4] - Datacentrex, Inc. (DTCX) is down 5% at $3.23 [4] - Abundia Global Impact Group Inc (AGIG) is down 5% at $1.50 [4] - PSQ Holdings, Inc. (PSQH) is down 5% at $1.00 [4] - Paranovus Entertainment Technology Ltd. (PAVS) is down 4% at $2.34 [4] - Worksport Ltd. (WKSP) is down 4% at $2.09 [4]

Financial Performance - For the nine months ended September 30, 2025, the company reported a net income of $1,305,166, primarily from interest earned on investments held in the trust account[95] - The company incurred formation and operational costs of $522,744 for the nine months ended September 30, 2025, compared to a net loss of $50,250 for the same period in 2024[95] - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[104] IPO and Proceeds - The company completed its IPO on October 15, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[87] - An additional $7.5 million was generated from the full exercise of the over-allotment option, bringing total proceeds to $57.79 million, which were deposited in a trust account[89] - The company intends to use the net proceeds from the IPO and private placement primarily to complete its initial business combination and for working capital purposes[100] - The company has a deferred underwriting fee of $1,868,750, payable upon the closing of an initial business combination[105] Merger Agreement - The company entered into a merger agreement with HZJL Cayman Limited on January 27, 2025, which is subject to regulatory approvals and shareholder votes[92] Going Concern - Management has expressed concerns about the company's ability to continue as a going concern if an initial business combination is not completed within the prescribed timeframe[103] Cash and Investments - As of September 30, 2025, the company had cash of $5,620 and investments in the trust account totaling $60,158,456[100]

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Core Points - Rising Dragon Acquisition Corp. has postponed its Extraordinary General Meeting from October 20, 2025, to November 20, 2025, to allow shareholders more time to review the definitive proxy statement [1] - The location and record date for the Extraordinary General Meeting remain unchanged, and it will still be held at the offices of Loeb & Loeb LLP in New York [2] - The record date for determining eligible shareholders is September 11, 2025, and shareholders who have already voted do not need to take further action [3] - The deadline for redemption requests related to the proposed business combination has been extended from October 16, 2025, to November 18, 2025 [4] - Shareholders can contact Continental Stock Transfer & Trust Company for questions regarding their position or share delivery [5] - The Company is a blank check company incorporated in the Cayman Islands, aiming to enter into a business combination with one or more entities [7][8]

IPO and Proceeds - The company completed its IPO on October 15, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[80]. - An additional $7.5 million was generated from the full exercise of the over-allotment option, bringing total proceeds to $57.79 million, which were deposited in a trust account[80][82]. - The company incurred $1,006,250 in underwriting discounts and $556,288 in other costs related to the IPO[91]. Financial Performance - For the six months ended June 30, 2025, the company reported a net income of $852,848, primarily from interest earned on marketable securities held in the trust account[86]. - As of June 30, 2025, the company had cash of $83,406 and marketable securities in the trust account amounting to $59,536,150[92]. - The company has a working capital of approximately $289,889 as of June 30, 2025[89]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2025[96][97]. Business Combination - A merger agreement was entered into on January 27, 2025, with HZJL Cayman Limited for a business combination, subject to regulatory and shareholder approvals[83][84]. - The company intends to use the net proceeds from the IPO and private placement primarily to complete its initial business combination and for working capital[92]. - Management has expressed concerns about the ability to continue as a going concern if the initial business combination is not completed within the prescribed timeframe[95].

IPO and Fundraising - The company completed its IPO on October 15, 2024, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at an offering price of $10.00 per unit[81]. - An additional $7,500,000 was generated from the full exercise of the over-allotment option, bringing total proceeds to $57,787,500, which were deposited in a trust account[81][83]. - The company incurred $1,006,250 in underwriting discounts and $556,288 in other costs related to the IPO[90]. - The company intends to use the net proceeds from the IPO and private placement primarily to complete its initial business combination and for working capital purposes[91]. Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $453,867, primarily from interest earned on marketable securities held in the trust account[87]. - As of March 31, 2025, the company had cash of $270,259 in its operating bank account and marketable securities in the trust account totaling $58,927,703[91]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[95][96]. Business Combination and Concerns - The company entered into a merger agreement with HZJL Cayman Limited on January 27, 2025, which is subject to regulatory approvals and shareholder votes[84][85]. - The company has a deferred fee obligation of $1,868,750 to underwriters, payable upon closing of the initial business combination[96]. - Management has expressed concerns about the company's ability to continue as a going concern if an initial business combination is not completed within the prescribed timeframe[94].

IPO and Fundraising - The company completed its IPO on October 15, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 units at an offering price of $10.00 per unit[37]. - An additional $7.5 million was generated from the full exercise of the over-allotment option, bringing total proceeds to $57.5 million[37]. - The private placement with Aurora Beacon LLC generated $2,543,750 from the sale of 254,375 private units, which are identical to the IPO units[38]. - A total of $57,787,500 of net proceeds from the IPO and private placement was deposited in a trust account for the benefit of public shareholders[39]. - The trust account initially holds $50,750,000, which can increase to $58,287,500 if the over-allotment option is fully exercised[143]. - The IPO generated gross proceeds of $50,000,000 from the sale of 5,000,000 units, with an additional $7,500,000 from the over-allotment option[168]. - A private placement of 254,375 units was completed simultaneously, generating proceeds of $2,543,750[169]. - Total net proceeds of $57,787,500 from the IPO and private placement were deposited in a trust account[170]. Regulatory and Compliance Risks - The company is subject to significant regulatory risks from the PRC government, which may impact its ability to search for and complete a business combination[49]. - The PRC government has recently implemented new regulations affecting various industries, which could complicate future business combinations and operations[50]. - The company believes it is not required to obtain approvals from PRC authorities for its IPO or to search for a target company, but future regulatory changes could impose new requirements[53]. - The company will not conduct an initial business combination with any target company that operates through variable interest entities (VIEs), limiting the pool of potential acquisition candidates in China[43]. - Recent PRC regulatory actions may create operational risks for any post-business combination company, affecting the ability to conduct business and accept foreign investments[73][76]. - The combined company may face restrictions on paying dividends due to PRC laws, which require profits to be distributable and subject to statutory reserve funds[54]. - The combined company's ability to remit foreign currencies for dividends or loan repayments may be hindered by PRC foreign exchange control regulations[57]. - The PRC government imposes controls on the conversion of RMB into foreign currencies, which may restrict the ability of PRC subsidiaries to remit sufficient foreign currency for dividends[86]. Business Strategy and Target Acquisition - The company intends to pursue target businesses with significant revenue growth, valued between $500 million and $2 billion[92]. - The focus is on high-growth industries such as green and sustainable businesses, new energy, cutting-edge technologies, artificial intelligence applications, business software, and healthcare products[93]. - The strategy includes targeting companies with proven financial performance and growth potential through new products and technological advances[93]. - The management team aims to create shareholder value by identifying target businesses with significant expansion opportunities[101]. - The evaluation of target companies will consider risk-adjusted peak sales potential and the ability to achieve system cost savings[102]. - The management intends to seek companies with low leverage and shareholder-friendly governance, valued at low prices relative to their earnings potential[103]. - The company is not targeting businesses in China but may consider entities with significant ties to China, which could subject the post-business combination business to Chinese laws and regulations[81]. - The company has evaluated approximately three business combination opportunities in Asia and Europe across various sectors before deciding to move ahead with HZJL[91]. Management and Governance - The management team has significant experience in public companies and financial management, which is expected to aid in identifying suitable acquisition targets[66][68]. - The management team is well positioned to capitalize on acquisition opportunities in emerging markets driven by innovative technologies[218]. - The audit committee is comprised solely of independent directors, ensuring compliance with NASDAQ rules[220]. - Chengming Dou qualifies as an "audit committee financial expert" as defined by SEC rules[221]. - The company has established four standing committees: executive, audit, compensation, and nominating[219]. - The nominating committee is responsible for overseeing the selection of board nominees, ensuring a diverse mix of skills and backgrounds[224]. - The company emphasizes the importance of ethical standards and professionalism in selecting director nominees[225]. - The management team has extensive experience in corporate governance and financial accounting, enhancing oversight capabilities[217]. - The board of directors includes members with significant experience in acquisitions, divestitures, and corporate strategy[217]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $257,513, primarily from interest earned on marketable securities[175]. - Cash used in operating activities for the year was $326,033, with changes in operating assets and liabilities providing $40,500 of cash[176]. - As of December 31, 2024, the company had cash of $392,679 and marketable securities in the Trust Account of $58,330,546[179]. - The company has not generated any operating revenue to date and will not do so until after completing an initial business combination[174]. - The company has incurred significant costs as a public entity, with cash of $392,679 and working capital equity of $433,179 as of December 31, 2024[146]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $1,868,750 payable upon closing of an initial business combination[184]. - Management believes there will be sufficient working capital to meet anticipated cash needs prior to the initial business combination[181]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares at an anticipated price of $10.05 per share, based on the amount in the trust account[125]. - The company has 15 months from the IPO closing to complete the initial business combination, with the possibility of extending this period up to 21 months[134]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive their pro rata share of the trust account[133]. - Initial shareholders have agreed to waive their redemption rights for founder shares if the business combination is not consummated within the required timeframe[136]. - The per-share redemption amount upon dissolution is approximately $10.05, which may be subject to claims from creditors[137]. - The company may require public shareholders to tender their shares to exercise redemption rights, which could incur nominal costs[129]. - The company will cease operations and distribute the trust account amount to public shareholders if the business combination is not completed within the allotted time[135]. - There is no guarantee that third parties will waive claims to the trust account, which could affect the company's ability to pursue potential target businesses[138]. Insider Trading and Ethical Standards - The company has adopted a Code of Ethics applicable to all directors, officers, and employees, which is available upon request[229]. - An Insider Trading Policy has been implemented to promote compliance with insider trading laws and regulations[230]. - Potential conflicts of interest exist as officers and directors may not commit full time to the company's affairs, leading to possible allocation conflicts[232]. - Directors and officers owe fiduciary duties under Cayman Islands law, including acting in good faith and exercising independent judgment[236].

Financial Performance - As of September 30, 2024, the company reported a net loss of $50,250 since inception, with a net loss of $11,390 for the three months ended September 30, 2024[78]. - The company had a working capital deficit of approximately $182,336 as of September 30, 2024[79]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[83]. - The company has not engaged in any operations or generated revenue to date, with future revenue expected only after completing an initial business combination[77]. IPO and Fundraising - The company completed its IPO on October 15, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[74]. - An additional $7.5 million was generated from the full exercise of the over-allotment option by underwriters[74]. - The private placement with the sponsor generated total proceeds of $2,543,750 from the sale of 254,375 private units[75]. - Total net proceeds of $57,787,500 from the IPO and private placement were deposited in a trust account for public shareholders[76]. - The underwriters are entitled to a deferred fee of 3.25% of the gross proceeds of the IPO, amounting to $1,868,750, payable upon closing of an initial business combination[84]. Management Outlook - Management believes that the company will have sufficient working capital to meet anticipated cash needs prior to the initial business combination[81].

As filed with the U.S. Securities and Exchange Commission on September 24, 2024 Registration No. 333-280026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ RISING DRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) _________________________ | | | (State or other jurisdiction of incorporation or organization) (Primary Stand ...

As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-280026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ RISING DRAGON ACQUISITION CORP. (Exact name of registrant as specified in its charter) _________________________ | | | (State or other jurisdiction of incorporation or organization) (Primary Stand ...