Rising Dragon Acquisition Corp. filed a Form 8-K on November 3, 2026, disclosing that it mutually terminated its January 27, 2025 Agreement and Plan of Merger with HZJL Cayman Limited, effective 11:59 p.m. Eastern Time on October 30, 2026.

Key Highlights

  • Merger terminated: All parties mutually agreed to terminate the Merger Agreement pursuant to Section 13.1(b) thereof, effective October 30, 2026.
  • No termination fee: According to the filing, "The Termination Agreement does not provide for the payment of a termination fee by any party."
  • Promissory notes survive: Unsecured promissory notes issued to SZG Limited between January 14, 2026 and October 15, 2026, totaling an aggregate principal amount of $455,919.41, survive the termination.
  • Trust account protected: HZJL, the Principal Shareholder, and the Principal Shareholder Representative reaffirmed their waiver of any right, title, interest, or claim in or to any monies held in the Company's trust account.
  • Future combination intended: The company disclosed it "intends to continue to pursue the consummation of an initial business combination with an appropriate target business."
  • Board approval: The termination was approved by the boards of directors of both Rising Dragon Acquisition Corp. and HZJL.

Rising Dragon Acquisition Corp. Terminates HZJL Merger and Restructures Promissory Notes

Rising Dragon Acquisition Corp. (NASDAQ:RDAC), a blank check company incorporated in the Cayman Islands, disclosed the mutual termination of its Agreement and Plan of Merger with HZJL Cayman Limited, originally entered into on January 27, 2025. The termination, formalized through a letter agreement dated October 30, 2026, involved the company, its subsidiaries Xpand Boom Technology Inc. and Xpand Boom Solutions Inc., HZJL, XB B Limited as Principal Shareholder, and Bin Xiong as the Principal Shareholder Representative.

According to the filing, the Termination Agreement specifies that certain provisions of the original Merger Agreement survive, including the dispute resolution provisions (Article XII) and miscellaneous provisions (Article XIV), as well as the trust account waiver in Section 14.14. Lock-up agreements and a registration rights agreement contemplated for closing were never executed and carry no further obligation. Non-disclosure, non-solicitation, and non-compete agreements between HZJL or its subsidiaries and certain key personnel also remain in effect solely as between the parties thereto. Shareholder support agreements entered into by certain shareholders of HZJL terminated as of the Termination Date.

The filing also addresses the treatment of two sets of unsecured promissory notes, issued by the company to SZG Limited and Aurora Beacon LLC. The notes issued to SZG Limited between January 14, 2026 and October 15, 2026 carry an aggregate principal amount of $455,919.41. Under the modified terms, the outstanding principal balance of each note becomes due and payable only upon the closing of a subsequent business combination. The notes will be automatically terminated, cancelled, and discharged in full if the company fails to consummate any subsequent business combination, or if a proposed subsequent combination fails to close for reasons not attributable to the company. The filing states that except as so modified, the terms of the Subject Promissory Notes remain unchanged.

What Was Disclosed

Rising Dragon Acquisition Corp. disclosed the mutual termination of its merger agreement with HZJL Cayman Limited effective October 30, 2026, the restructured repayment terms for $455,919.41 in outstanding promissory notes, and its stated intent to pursue a new business combination target.