M&A - Rising Dragon Acquisition Corp.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025043275

Filing Summary: Rising Dragon Acquisition Corp. is a Cayman Islands-based blank check company formed on March 8, 2024, for the purpose of executing a business combination. The company has not commenced operations as of the quarter ended March 31, 2025, relying on funds generated from its Initial Public Offering (IPO) that raised gross proceeds of $57.5 million on October 15, 2024. Rising Dragon has entered into a Merger Agreement dated January 27, 2025, with various entities including Xpand Boom Technology Inc., under which it will merge with Purchaser, allowing the existing shareholders to become shareholders of Purchaser. The merger involves an acquisition of HZJL Cayman Limited as part of a restructuring, with an aggregate consideration of $350 million to HZJL shareholders, to be settled in newly issued ordinary shares. As of May 8, 2025, there were 7,499,375 ordinary shares issued and outstanding.

Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025007025

Filing Summary: On January 27, 2025, Rising Dragon Acquisition Corp. (RDAC) entered into a Merger Agreement with Xpand Boom Technology Inc. (Purchaser), Xpand Boom Solutions Inc. (Merger Sub), and HZJL Cayman Limited (HZJL). The agreement outlines a merger where RDAC will merge into Purchaser, with all RDAC shareholders converting into shareholders of Purchaser. Concurrently, Merger Sub will merge with HZJL, resulting in Purchaser acquiring 100% of HZJL's equity. The total acquisition consideration is $350 million, payable in Purchaser Ordinary Shares. The structure will categorize issued shares into Class A and Class B Ordinary Shares, with different voting powers. The Reincorporation Merger will also lead to the original RDAC units separating into ordinary shares and rights. Conditions to closing include shareholder approvals, no regulatory prohibitions, and necessary governmental approvals. The parties made various representations, warranties, and covenants, with provisions allowing for termination under specified conditions. Additionally, they entered into support and lock-up agreements to solidify shareholder commitments regarding the merger.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025007020

Filing Summary: On January 27, 2025, Rising Dragon Acquisition Corp. (RDAC) entered into a Merger Agreement with Xpand Boom Technology Inc. (Purchaser), Xpand Boom Solutions Inc. (Merger Sub), and HZJL Cayman Limited. Under the Agreement, RDAC will merge with Purchaser, with all RDAC shareholders becoming shareholders of Purchaser. Concurrently, Merger Sub will merge with HZJL, resulting in Purchaser acquiring 100% of HZJL's equity securities. The total consideration for the Acquisition Merger is $350 million to be paid in shares valued at $10.00 each. The transaction includes provisions for a Reincorporation Merger where RDAC will cease to exist as a separate entity and its shares will be converted into Purchaser's shares. The terms stipulate that Purchaser will have a board of directors primarily designated by HZJL following the merger. Shareholder approvals, regulatory filings, and other customary conditions must be satisfied before closing. The Agreement's execution also involves related support and lock-up agreements regarding shareholder commitments and restrictions on trading.