Rising Dragon Acquisition Corp.

DEF 14A 1 ea0287917-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

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LETTER TO SHAREHOLDERS OF RISING DRAGON ACQUISITION CORP.

Dear Rising Dragon Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of Rising Dragon Acquisition Corp., a Cayman Islands exempted company (the“Company,” “Rising Dragon,” “RDAC,” “we,” “us” or “our”), which will be held on May 28, 2026, at 10:00 a.m., Eastern Time (the“Extraordinary General Meeting”). The Extraordinary General Meeting will be held in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/risingdragonac/2026 and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

Meeting Details:

Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/risingdragonac/2026

Conference ID: 7150425#

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business Rising Dragon will conduct at the Extraordinary General Meeting and provide information about Rising Dragon that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

• Proposal No. 1 — Charter Amendment Proposal— To approve, as a special resolution, the amendment and restatement to Rising Dragon’s Amended and Restated Memorandum and Articles of Association (the “Existing Charter”), to extend the date by which the Company must consummate a business combination (the “Combination Period”) up to additional fifteen (15) times from July 15, 2026 (the “Termination Date”) to October 15, 2027 (the “Extended Date”) (i.e. the end of 36 months from the consummation of its initial public offering (the “IPO”), each by an additional one (1) month (each an “Extension”), by adopting the second amended and restated memorandum and articles of association (the “Second A&R Charter”) in their entirety in place of the Company’s Existing Charter, the form of which is set forth in Annex A hereto. This proposal is referred to as the “Charter Amendment Proposal;”

• Proposal No. 2 — Trust Agreement Amendment Proposal— To approve the amendment (the“Trust Agreement Amendment”) to Rising Dragon’s investment management trust agreement, dated as of October 10, 2024 and as amended on December 12, 2025 (the“Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the“Trustee”), as set forth in Annex B hereto, to extend the Combination Period up to additional fifteen (15) times from July 15, 2026 to October 15, 2027 by depositing into the Trust Account an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and this Extraordinary General Meeting (the “Monthly Extension Fee”). This proposal is referred to as the “Trust Agreement Amendment Proposal;” and

• Proposal No. 3 — Adjournment Proposal — To authorize, as an ordinary resolution, the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), from time to time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate. This proposal is referred to as “Adjournment Proposal.”

Each of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete an initial business combination (the“Business Combination”). The Company’s ability to extend the Combination Period beyond the Termination Date is conditioned upon the approval of both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. For further details about the reasons for the Charter Amendment Proposal and the Trust Agreement Amendment Proposal, see the sections titled “Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal,” “Proposal No. 2 — The Trust Agreement Amendment Proposal — Reasons for the Trust Agreement Amendment Proposal”, of this proxy statement.

Rising Dragon entered into an agreement and plan of merger, dated as of January 27, 2025 (as it may be amended from time to time, the “Merger Agreement”), which provides for a Business Combination (the “HZJL Business Combination”) between Rising Dragon and HZJL Cayman Limited, a Cayman Islands exempted company (“HZJL”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) Rising Dragon will merge with and into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of Rising Dragon (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”), and PubCo as the surviving company after the Reincorporation Merger is hereinafter referred to, after the effective time of the Reincorporation Merger, as the “PubCo” or “Reincorporation Surviving Corporation”; (ii) immediately following the Reincorporation Merger, Xpand Boom Solutions Inc. (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Rising Dragon, PubCo, Merger Sub, HZJL, certain shareholder of HZJL (“Principal Shareholder”) and Bin Xiong, an individual as the representative of Principal Shareholder of HZJL (“Principal Shareholder’ Representative”).

On September 26, 2025, the registration statement on Form F-4 relating to the HZJL Business Combination was declared effective by the Securities and Exchange Commission (“SEC”) (File No. 333-289591).

On November 20, 2025, the Company held an extraordinary general meeting of the shareholders (the “Business Combination EGM”) in connection with the HZJL Business Combination, where the shareholders of 5,049,309 ordinary shares voted to approve the HZJL Business Combination and other matters submitted for shareholder approval at the Business Combination EGM. In connection with the Business Combination EGM, the 5,715,609 ordinary shares tendered for redemptions will be placed in a segregated account managed by the transfer agent of the Company to be redeemed and cancelled upon the consummation of the HZJL Business Combination.

On December 12, 2025, the Company held an extraordinary general meeting of the shareholders (the “Extension Meeting”) to amend the Trust Agreement. The Company entered into an amendment dated as of December 12, 2025 to Trust Agreement, to amend Monthly Extension Fee payable by the Sponsor or its affiliates or designees into the Trust Account to extend the Combination Period up to six times, each by an additional one month (for a total of up to 21 months from the IPO), from an amount equal to $189,750 ($0.033 per share) to an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and the Extension Meeting.

On each of January 14, 2026, February 5, 2026, March 15, 2026, and April 15, 2026, the sponsor deposited the Monthly Extension Fee in the Trust Account to extend the business combination completion window until May 15, 2026.

The Company is currently working diligently with HZJL and the other parties to complete the HZJL Business Combination.

You are not being asked to vote on a Business Combination at this time.

RDAC’s Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of the IPO to consummate a Business Combination. The Company has the right to extend the Combination Period up to six times, each by an additional one month (for a total of up to 21 months from the IPO). In order to extend the Combination Period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $100,000 on or prior to the date of the applicable deadline, for each one-month extension.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to extend the Combination Period from July 15, 2026 (the“Termination Date”) to October 15, 2027 (the “Extended Date”), upon five days’ advance notice prior to the applicable deadline, up to fifteen (15) times for an additional one (1) month each time, by depositing into the Trust Account the Monthly Extension Fee for each one-month extension. The Company’s ability to extend the Combination Period beyond the Termination Date is conditioned upon the approval of both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

RDAC’s board of directors (the“Board”) has determined that it is in the best interests of the Company to seek the Charter Amendment Proposal and the Trust Agreement Amendment and have Rising Dragon shareholders approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal to provide the Company more time to consummate a Business Combination. Without the Charter Amendment and the Trust Agreement Amendment, Rising Dragon may not be able to complete a Business Combination on or before the Termination Date and would be forced to liquidate.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, and the Company chooses to extend, the Sponsor or its affiliates or designees will contribute the Monthly Extension Fee to the Company as a loan for the Company to deposit the funds into the Trust Account, upon five days’ advance notice prior to the applicable deadlines, and to extend the Combination Period for an additional one (1) month period each time for up to fifteen (15) times. The loan will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash. The loan will be forgiven by the Sponsor or its affiliates if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended Date, the Company would wind up its affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved.

As contemplated by the Existing Charter, the holders of public shares may demand that such shares be redeemed in exchange for a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses (the“Redemption Price”), calculated as of two business days prior to the Extraordinary General Meeting (the“Redemption”). If so demanded, the Company shall pay any such redeeming shareholders, regardless of whether they are voting for or against the proposals, the Redemption Price, but only in the event that the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved. You may elect to redeem your public shares in connection with the Extraordinary General Meeting.

On May 7, 2026, the redemption price per public share was approximately $10.63. The closing price of the ordinary shares on Nasdaq on May 7, 2026 was $7.63. Rising Dragon cannot assure shareholders that they will be able to sell their public shares in the open market, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If you have elected to redeem your shares in connection with the Business Combination EGM, unless you wish to exercise your redemption right in connection with this Extraordinary General Meeting, you do not have to do anything. Your shares have been segregated to a separate account maintained by our transfer agent and will be redeemed and cancelled upon the consummation of the HZJL Business Combination. Upon the consummation of the HZJL Business Combination, you will receive pro rata portion of the funds available in the Trust Account at that time. However, if you have elected to redeem your shares in connection with the Business Combination EGM but wish to redeem your shares now in connection with this Extraordinary General Meeting, you need to reverse or withdraw your redemption request previously submitted to the Company, and elect to redeem your shares in connection with this Extraordinary General Meeting.

In the event that you have elected to redeem your shares in connection with the Business Combination EGM but the Merger Agreement is terminated or that the HZJL Business Combination is not consummated, and you have not redeemed your shares in connection with this Extraordinary General Meeting, you will retain the right to vote on any proposed business combination in the future when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination

is approved and completed or the Company has not consummated a business combination by the Extended Date. If you have not elected to redeem your shares in connection with the Business Combination EGM, you have the option to redeem your shares in connection with this Extraordinary General Meeting. However, if you have not elected to redeem your shares in connection with the Business Combination EGM and you choose not exercise your redemption rights now in connection with this Extraordinary General Meeting, you will not be able to redeem your public shares in the future, if the HZJL Business Combination is consummated prior to the Termination Date (or the Extended Date). If the HZJL Business Combination is terminated or otherwise not consummated, or if we submit any proposed business combination in the future, you will retain your right to vote on such matters when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the applicable deadline.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, or the Sponsor or its affiliates or designees decides not to fund the Trust Account to extend the time for us to complete a Business Combination, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations to provide for claims of creditors and the requirements of applicable law.

Approval of the Charter Amendment Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote and who vote on such matter.

Approval of the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

The Board has fixed the close of business on May 1, 2026 (the“Record Date”) as the date for determining Rising Dragon shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of public shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

Rising Dragon believes that given Rising Dragon’s expenditure of time, effort and money on the Business Combination, it is in the best interests of shareholders that Rising Dragon obtain the approval of the Charter Amendment and the Trust Agreement Amendment. Rising Dragon believes completing a Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of Rising Dragon and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote“FOR” such proposals.

Rising Dragon’s directors and officers have interests in the Charter Amendment Proposal, the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Units (both as defined below). See the section entitled“Extraordinary General Meeting of Rising Dragon Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Rising Dragon urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Rising Dragon Acquisition Corp.

Sincerely,

/s/ Lulu Xing

Lulu Xing

Chairman of the Board and Chief Executive Officer

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Charter Amendment Proposal requires a special resolution under the Companies Act (As Revised) in the Cayman Islands(the “Companies Act”) and the Existing Charter and, requires the affirmative vote of at leasttwo-thirds of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under the Existing Charter, being the affirmative vote of a simple majority of the votes cast by the holders of the ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF RISING DRAGON ACQUISITION CORP.

TO BE HELD ON May 28, 2026

To the Shareholders of Rising Dragon Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the“Extraordinary General Meeting”) of the shareholders of Rising Dragon Acquisition Corp., a Cayman Islands exempted company (the“Company,” “Rising Dragon,” “RDAC,” “we,” “us” or “our”), will be held on May 28, 2026, at 10:00 a.m., Eastern Time. The Extraordinary General Meeting will be held in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and in a virtual meeting format.

Meeting Details:

Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/risingdragonac/2026

Conference ID: 7150425#

You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/risingdragonac/2026 and entering the voter control number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless Rising Dragon determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated May 8, 2026 and is first being mailed to shareholders on or about that date:

• Proposal No. 1 — Charter Amendment Proposal— To approve, as a special resolution, the amendment and restatement to Rising Dragon’s Amended and Restated Memorandum and Articles of Association (the “Existing Charter”), to extend the date by which the Company must consummate a business combination (the “Combination Period”) up to additional fifteen (15) times from July 15, 2026 (the “Termination Date”) to October 15, 2027 (the “Extended Date”) (i.e. the end of 36 months from the consummation of its initial public offering (the “IPO”), each by an additional one (1) month (each an “Extension”), by adopting the second amended and restated memorandum and articles of association (the “Second A&R Charter”) in their entirety in place of the Company’s Existing Charter, the form of which is set forth in Annex A hereto. This proposal is referred to as the “Charter Amendment Proposal;”

• Proposal No. 2 — Trust Agreement Amendment Proposal— To approve the amendment (the“Trust Agreement Amendment”) to Rising Dragon’s investment management trust agreement, dated as of October 10, 2024 and as amended (the“Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the“Trustee”), as set forth in Annex B hereto, to extend the Combination Period up to additional fifteen (15) times from July 15, 2026 to October 15, 2027 by depositing into the Trust Account an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and this Extraordinary General Meeting (the “Monthly Extension Fee”). This proposal is referred to as the “Trust Agreement Amendment Proposal;” and

• Proposal No. 3 — Adjournment Proposal — To authorize, as an ordinary resolution, the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), from time to time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate. This proposal is referred to as “Adjournment Proposal.”

The purpose of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow RDAC additional time to complete a Business Combination. Rising Dragon entered into a Merger Agreement by and among Rising Dragon, PubCo, Merger Sub, HZJL, certain Principal Shareholder and Bin Xiong, which provides for a Business between Rising Dragon and HZJL. Pursuant to the Merger Agreement, the

Business Combination will be effected in two steps: (i) Rising Dragon will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity; (ii) immediately following the Reincorporation Merger, Merger Sub will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of PubCo.

On September 26, 2025, the registration statement on Form F-4 relating to the HZJL Business Combination was declared effective by the SEC (File No. 333-289591).

On November 20, 2025, the Company held an extraordinary general meeting of the shareholders (the “Business Combination EGM”) in connection with the HZJL Business Combination, where the shareholders of 5,049,309 ordinary shares voted to approve the HZJL Business Combination and other matters submitted for shareholder approval at the Business Combination EGM. In connection with the Business Combination EGM, the 5,715,609 ordinary shares tendered for redemptions will be placed in a segregated account managed by the transfer agent of the Company to be redeemed and cancelled upon the consummation of the HZJL Business Combination.

On December 12, 2025, the Company held an Extension Meeting to amend the Trust Agreement. The Company entered into an amendment dated as of December 12, 2025 to Trust Agreement, to amend Monthly Extension Fee payable by the Sponsor or its affiliates or designees into the Trust Account to extend the Combination Period up to six times, each by an additional one month (for a total of up to 21 months from the IPO), from an amount equal to $189,750 ($0.033 per share) to an amount equal to the lesser of (i) $100,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with the Business Combination EGM and the Extension Meeting.

On each of January 14, 2026, February 5, 2026, March 15, 2026 and April 15, 2026, the sponsor deposited the Monthly Extension Fee in the Trust Account to extend the business combination completion window until May 15, 2026.

The Company is currently working diligently with HZJL and the other parties to complete the HZJL Business Combination.

You are not being asked to vote on a Business Combination at this time.

RDAC’s Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of the IPO to consummate a Business Combination. The Company has the right to extend the Combination Period up to six times, each by an additional one month (for a total of up to 21 months from the IPO). In order to extend the Combination Period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $100,000 on or prior to the date of the applicable deadline, for each one month extension.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to extend the Combination Period from July 15, 2026 to October 15, 2027, upon five days’ advance notice prior to the applicable deadline, up to fifteen (15) times for an additional one (1) month each time, by depositing into the Trust Account the Monthly Extension Fee for each one-month extension.

The Board has determined that it is in the best interests of the Company to seek the Charter Amendment Proposal and the Trust Agreement Amendment and have Rising Dragon shareholders approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal to provide the Company more time to consummate a Business Combination. Without the Charter Amendment and the Trust Agreement Amendment, Rising Dragon may not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, and the Company chooses to extend, the Sponsor or its affiliates or designees will contribute the Monthly Extension Fee to the Company as a loan for the Company to deposit the funds into the Trust Account, upon five days’ advance notice prior to the applicable deadlines, and to extend the Combination Period for an additional one (1) month period each time for up to fifteen (15) times. The loan will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash. The loan will be forgiven by the Sponsor or its affiliates if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Board otherwise determines that the Company will not be able to consummate a Business Combination

by the Extended Date, the Company would wind up its affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved.

As contemplated by the Existing Charter, the holders of Rising Dragon public shares may demand that such shares be redeemed in exchange for a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses (the“Redemption Price”), calculated as of two business days prior to the Extraordinary General Meeting (the“Redemption”). If so demanded, the Company shall pay any such redeeming shareholders, regardless of whether they are voting for or against the proposals, the Redemption Price, but only in the event that the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved. You may elect to redeem your public shares in connection with the Extraordinary General Meeting.

On May 7, 2026, the redemption price per public share was approximately $10.63. The closing price of the ordinary shares on Nasdaq on May 7, 2026 was $7.63. Rising Dragon cannot assure shareholders that they will be able to sell their public shares in the open market, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If you have elected to redeem your shares in connection with the Business Combination EGM, unless you wish to exercise your redemption right in connection with this Extraordinary General Meeting, you do not have to do anything. Your shares have been segregated to a separate account maintained by our transfer agent and will be redeemed and cancelled upon the consummation of the HZJL Business Combination. Upon the consummation of the HZJL Business Combination, you will receive pro rata portion of the funds available in the Trust Account at that time. However, if you have elected to redeem your shares in connection with the Business Combination EGM but wish to redeem your shares now in connection with this Extraordinary General Meeting, you need to reverse or withdraw your redemption request previously submitted to the Company, and elect to redeem your shares in connection with this Extraordinary General Meeting.

In the event that you have elected to redeem your shares in connection with the Business Combination EGM but the Merger Agreement is terminated or that the HZJL Business Combination is not consummated, and you have not redeemed your shares in connection with this Extraordinary General Meeting, you will retain the right to vote on any proposed business combination in the future when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date. If you have not elected to redeem your shares in connection with the Business Combination EGM, you have the option to redeem your shares in connection with this Extraordinary General Meeting. However, if you have not elected to redeem your shares in connection with the Business Combination EGM and you choose not exercise your redemption rights now in connection with this Extraordinary General Meeting, you will not be able to redeem your public shares in the future, if the HZJL Business Combination is consummated prior to the Termination Date (or the Extended Date). If the HZJL Business Combination is terminated or otherwise not consummated, or if we submit any proposed business combination in the future, you will retain your right to vote on such matters when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the applicable deadline.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved or the Sponsor or its affiliates or designees decides not to fund the Trust Account to extend the time for us to complete a Business Combination., we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations to provide for claims of creditors and the requirements of applicable law.

To exercise your redemption rights, you must tender your public shares to Rising Dragon’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting. You may tender your public shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your public shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the public shares from your account in order to exercise your redemption rights.

Approval of the Charter Amendment Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote and who vote on such matter.

The approval of the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Record holders of ordinary shares at the close of business on May 1, 2026 (the“Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 5,951,030 issued and outstanding ordinary shares. The holders of Rising Dragon’s rights do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting, the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Rising Dragon urges you to read this material carefully and vote your shares.

This proxy statement is dated May 8, 2026 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Rising Dragon Acquisition Corp.

Sincerely,

/s/ Lulu Xing

Lulu Xing

Chairman of the Board and Chief Executive Officer