UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-42368 RISING DRAGON ACQUISITION CORP. Not applicable (Former name or former address, if changed since last report) For the quarterly period ended September 30, 2025 ...

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 $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[80]. - 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[80][82]. 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 totaling $59,536,150[92]. - The company incurred total formation and operational costs of $352,756 for the six months ended June 30, 2025[86]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2025[96][97]. Business Combination - The company entered into a merger agreement with HZJL Cayman Limited on January 27, 2025, for a business combination[83]. - The transaction is subject to regulatory approvals and shareholder approvals from both RDAC and HZJL[84]. - The company intends to use the net proceeds from the IPO primarily to complete its initial business combination and for working capital purposes[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, selling 5,000,000 units at $10.00 per unit, generating gross proceeds of $50,000,000[81] - An additional 750,000 units were sold through the Over-Allotment Option, resulting in total proceeds of $7,500,000[81] - A total of $57,787,500 from the IPO and Private Placement was deposited in a trust account for public shareholders[83] 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[87] - As of March 31, 2025, the company had cash of $270,259 and marketable securities in the Trust Account totaling $58,927,703[91] - The company has no long-term debt or capital lease obligations as of March 31, 2025[96] Merger and Business Combination - The company entered into a merger agreement with HZJL Cayman Limited on January 27, 2025, for a business combination[84] - The merger transaction is subject to regulatory approvals and shareholder approvals from both RDAC and HZJL[85] Use of Funds - The company intends to use the funds held outside the Trust Account primarily for identifying and evaluating target businesses[92] - Management believes there will be sufficient working capital to meet anticipated cash needs prior to the initial business combination[93]

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]. - A private placement with Aurora Beacon LLC generated total proceeds of $2,543,750 from the sale of 254,375 private units[38]. - A total of $57,787,500 from the IPO and private placement proceeds was deposited in a trust account for the benefit of public shareholders[39]. - The trust account initially held $50,750,000, which could increase to $58,287,500 if the over-allotment option is fully exercised[143]. - The company generated gross proceeds of $50,000,000 from the IPO by selling 5,000,000 units at $10.00 per unit[161]. - An additional 750,000 units were sold under the Over-Allotment Option, generating total proceeds of $7,500,000[168]. - As of December 31, 2024, the company had cash of $392,679 and marketable securities in the Trust Account totaling $58,330,546[179]. Business Combination and Acquisition Strategy - 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 company aims to identify and complete mergers or acquisitions with firms that complement its team's expertise and capabilities[90]. - The evaluation of prospective target businesses includes parameters such as proven financial performance, growth potential, and competitive advantage[94]. - The company has evaluated approximately three business combination opportunities in Asia and Europe across various sectors before deciding to move ahead with HZJL[91]. - The merger agreement involves the acquisition of HZJL, with HZJL's shareholders receiving 35 million ordinary shares of Xpand Boom Technology, plus potential earn-out consideration of up to 20 million shares based on revenue targets[64]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account balance at the time of the agreement[106]. - The Purchaser intends to acquire 100% of the equity interest or assets of the target business, potentially resulting in existing shareholders owning less than a majority of the post-combination shares[107]. - The Purchaser aims to identify target companies with significant expansion opportunities and attractive risk-adjusted equity returns[102]. Regulatory and Compliance Risks - 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[42]. - 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 that could affect business operations and foreign investments, creating uncertainty for potential business combinations[50]. - The company believes it is not required to obtain approvals from PRC government authorities for its IPO or to search for a target company, but future regulatory changes could impose new requirements[53]. - The combined company may face restrictions on paying dividends due to PRC laws, which allow dividends only from distributable profits[54]. - PRC companies must set aside at least 10% of after-tax profits for statutory reserve funds, potentially limiting available distributable profits for dividends[55]. - The ability of PRC subsidiaries to pay dividends or repay loans in foreign currencies may be hindered by foreign exchange control regulations[57]. - Recent PRC regulatory actions may create uncertainties that could adversely affect the operations of any post-business combination company[73]. - The PRC government has significant authority to influence business operations, which may impact the combined company's ability to conduct business and accept foreign investments[75]. - New policies from the PRC government could adversely affect potential business combinations and the financial condition of the combined company[76]. - Current PRC regulations restrict the payment of dividends from PRC subsidiaries to offshore entities, which may affect the combined company's ability to distribute profits[84]. - The PRC government imposes controls on the conversion of RMB into foreign currencies, potentially impacting the ability to remit dividends or payments to offshore entities[86]. 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]. - Lulu Xing appointed as CEO and Chairman of the Board since March 2024[204]. - Wenyi Shen appointed as CFO since March 2024, with over ten years of experience in investment banking and private equity[206]. - The company has established an audit committee consisting of independent directors Kun-Lin Liu, Yucan Zhang, and Chengming Dou[220]. - Chengming Dou serves as the chair of the audit committee and qualifies as an "audit committee financial expert" as defined by SEC rules[221]. - The board of directors includes a diverse range of experienced professionals in corporate governance and financial accounting[217]. - The company emphasizes the importance of independent directors in governance and oversight functions[219]. - The audit committee is responsible for overseeing the work of independent registered public accounting firms and ensuring compliance with regulations[222]. - The company has established a Compensation Committee consisting of Kun-Lin Liu, Yucan Zhang, and Chengming Dou, with Yucan Zhang as the chair[227]. - The Compensation Committee is responsible for reviewing and approving the CEO's compensation based on annual corporate goals and objectives[227]. - 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]. Financial Performance and Concerns - For the year ended December 31, 2024, the company reported a net income of $257,513, primarily from interest earned on marketable securities[175]. - Total cash used in operating activities for the year was $326,033, with changes in operating assets and liabilities providing $40,500 of cash[176]. - The company incurred $1,006,250 in underwriting discounts and $556,288 in other costs related to the IPO[170]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024[183]. - Management has expressed substantial doubt about the company's ability to continue as a going concern if an initial business combination is not completed by January 15, 2026[182]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern[146]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[155]. - The company has not taken steps to secure third-party financing for future business combinations[143]. Shareholder Rights and Redemption - If the company fails to complete an initial business combination within the required timeframe, it may liquidate and public shareholders could receive only $10.05 per share or less[40]. - Public shareholders can redeem shares for a per-share price of approximately $10.05, based on the amount in the trust account[125]. - The company has 15 months from the IPO closing to complete a business combination, extendable up to 21 months with additional deposits of $165,000 per month[134]. - If the business combination is not completed, public shareholders will receive their pro rata share from the trust account, estimated at $10.05 per share[137]. - Initial shareholders have agreed to waive their redemption rights for founder shares if the business combination is not completed within the specified period[136]. - A public shareholder is restricted from seeking redemption rights for 20% or more of the shares sold in the IPO[127]. - The company will cease operations and distribute the trust account funds if the business combination is not consummated within the allotted time[135]. - The trust account may be subject to claims from creditors, which could affect the actual redemption amount for shareholders[138]. - The company will seek agreements from third parties to waive claims against the trust account, but there is no guarantee these will be executed[138]. Conflicts of Interest - Potential conflicts of interest exist as officers and directors may not commit their full time to the company's affairs[232]. - The company’s officers and directors may face conflicts of interest when evaluating business combinations if their retention is a condition of the agreement[235]. - Directors and officers owe fiduciary duties under Cayman Islands law, including acting in good faith and exercising independent judgment[236]. - Initial shareholders have agreed to waive their right to liquidating distributions on founder shares if the initial business combination is not completed within the required time[234].

Core Viewpoint - HZJL Cayman Limited is set to merge with Rising Dragon Acquisition Corporation, creating a new entity listed on Nasdaq, aimed at empowering local businesses through innovative branding, software, and supply chain services [1][2][6]. Company Overview - HZJL is a comprehensive solution provider focused on enhancing local lifestyle businesses such as restaurants, coffee shops, and beauty salons through online branding, software applications, and supply chain services [3][4][13]. - The company's core service is its online branding service, which utilizes social media to build strong identities for businesses, enhancing visibility and customer loyalty [4][13]. - HZJL aims to drive scalable growth for business owners by combining technology, customer service, and operational excellence [5][13]. Transaction Details - The merger will result in HZJL becoming a wholly owned subsidiary of Xpand Boom Technology, which will be listed on the Nasdaq Capital Market [2][6]. - HZJL's shareholders will receive 35 million ordinary shares of Xpand Boom Technology, with the potential for an additional 20 million shares based on revenue targets over the next two years [6][7]. - The transaction has been unanimously approved by the boards of both companies and is subject to regulatory approvals and shareholder votes [7]. Management Comments - The CEO of RDAC expressed excitement about the merger and confidence in HZJL's management team, highlighting the shared vision for market growth [9]. - HZJL's founder emphasized the company's commitment to delivering innovative solutions that address the challenges faced by small and medium-sized enterprises [10].

Core Viewpoint - Rising Dragon Acquisition Corp. will allow holders of its units from the initial public offering to separately trade ordinary shares and rights starting December 2, 2024 [1][2]. Group 1: Trading Information - The ordinary shares will trade under the symbol "RDAC" and the rights under "RDACR" on Nasdaq, while units that are not separated will continue to trade under "RDACU" [2]. - Holders must contact Continental Stock Transfer & Trust Company to separate their units into ordinary shares and rights [2]. Group 2: Offering Details - The units were offered in an underwritten offering managed by Lucid Capital Markets, LLC, with a registration statement filed with the SEC that became effective on October 10, 2024 [3]. - A final prospectus related to the offering is available on the SEC's website [3]. Group 3: Company Overview - Rising Dragon Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aiming to engage in various business combinations without being limited to a specific industry or geographic region [5].

Financial Performance - The company reported a net loss of $50,250 from inception to September 30, 2024, with a net loss of $11,390 for the three months ended September 30, 2024[78]. - As of September 30, 2024, the company had $100 in its operating bank account and a working capital deficit of approximately $182,336[79]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[83]. 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]. - A total of $57,787,500 from the IPO and private placement proceeds was 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 and Controls - Management believes that the company will have sufficient working capital to meet anticipated cash needs prior to the initial business combination[81]. - There were no changes in internal control over financial reporting that materially affected the company during the quarter ended September 30, 2024[93]. - The evaluation of disclosure controls and procedures as of September 30, 2024, concluded they were effective at a reasonable assurance level[91]. - There were no changes in internal control over financial reporting during the quarter ended September 30, 2024, that materially affected internal control[93]. - The company does not expect disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[92]. - There are inherent limitations in all disclosure controls and procedures, and no evaluation can provide absolute assurance of detecting all control deficiencies[92]. - The design of disclosure controls is based on certain assumptions about future events, with no guarantee of success under all potential conditions[92]. Legal Matters - There are no legal proceedings currently affecting the company[94].