PRE 14A 1 ea0287917-01.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

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

RISING DRAGON ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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LETTER TO SHAREHOLDERS OF RISING DRAGON ACQUISITION CORP.
No. 604, Yixing Road, Wanbolin District
Taiyuan City, Shanxi Province, P.R. China

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 [*] 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):
[*]
Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: [*]

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.

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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.

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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 [*], 2026, the redemption price per public share was approximately $[*]. The closing price of the ordinary shares on Nasdaq on [*], 2026 was $[*]. 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.

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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 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.

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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
[*], 2026

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 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 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.

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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:

You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting [*] 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 [*], 2026 and is first being mailed to shareholders on or about that date:

• 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

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

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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 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.

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.

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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.

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.

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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.

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.

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 [*], 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
[*], 2026

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TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING		2
EXTRAORDINARY GENERAL MEETING OF RISING DRAGON SHAREHOLDERS		11
Date, Time and Place of Extraordinary General Meeting		11
Proposals at the Extraordinary General Meeting		11
Voting Power; Record Date		11
Recommendation of the Board		11
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS		11
Quorum and Required Vote for Proposals for the Extraordinary General Meeting		12
Voting Your Shares — Shareholders of Record		12
Voting Your Shares — Beneficial Owners		13
Attending the Extraordinary General Meeting		13
Revoking Your Proxy		13
No Additional Matters		14
Who Can Answer Your Questions about Voting		14
Redemption Rights		14
Appraisal Rights		16
Proxy Solicitation Costs		16
Interests of the Initial Shareholders		16
Certain Risks		17
PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL		20
Overview		20
Reasons for the Charter Amendment Proposal		20
If the Charter Amendment Is Not Approved		20
If the Charter Amendment Is Approved		21
Redemption Rights		21
Required Vote		21
Resolution		24
Recommendation		24
THE BOARD UNANIMOUSLY RECOMMENDS THAT RISING DRAGON SHAREHOLDERS VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL		24
PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL		25
Overview		25
Reasons for the Trust Agreement Amendment Proposal		25
If the Trust Agreement Amendment Is Not Approved		25
If the Trust Agreement Amendment Is Approved		25
Required Vote		26
Resolution		26
Recommendation		26
THE BOARD UNANIMOUSLY RECOMMENDS THAT RISING DRAGON SHAREHOLDERS VOTE “FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL.		26
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		27
Overview		27
Consequences if the Adjournment Proposal is Not Approved		27
Vote Required for Approval		27
Resolution		27
Recommendation of the Board		27

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		Page
BUSINESS OF RISING DRAGON AND CERTAIN INFORMATION ABOUT RISING DRAGON		28
General		28
BENEFICIAL OWNERSHIP OF SECURITIES		29
HOUSEHOLDING INFORMATION		31
WHERE YOU CAN FIND MORE INFORMATION		32
ANNEX A		A-1
ANNEX B		B-1
ANNEX C		C-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Rising Dragon’s current views with respect to, among other things, Rising Dragon’s capital resources and results of operations. Likewise, Rising Dragon’s financial statements and all of Rising Dragon’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Rising Dragon’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Rising Dragon does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• Rising Dragon’s ability to complete a Business Combination;

• the anticipated benefits of a Business Combination;

• the volatility of the market price and liquidity of the ordinary shares and other securities of Rising Dragon;

• the use of funds not held in the Trust Account or available to Rising Dragon from interest income on the Trust Account balance.

While forward-looking statements reflect Rising Dragon’s good faith beliefs, they are not guarantees of future performance. Rising Dragon disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Rising Dragon’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Rising Dragon’s final prospectus filed with the SEC on October 11, 2024 in connection with Rising Dragon’s initial public offering, as amended by other reports Rising Dragon filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Rising Dragon (or to third parties making the forward-looking statements).

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

Q. Why am I receiving this proxy statement?

A. Rising Dragon is a blank check company formed under the laws of the Cayman Islands on March 8, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Existing Charter provides for the return of the proceeds from Rising Dragon’s IPO held in trust to the holders of the public shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date.

The Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of this offering 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 to complete a business combination). 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 the Monthly Extension Fee 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, up to additional 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 to allow the Company additional time to complete the Business Combination. Without the Charter Amendment Proposal 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.

Rising Dragon believes that it is in the best interests of Rising Dragon shareholders to continue Rising Dragon’s existence until the Extended Date, if necessary, in order to allow Rising Dragon additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting.

Q. When and where is the Extraordinary General Meeting?

A. The Extraordinary General Meeting will be held on May 28, 2026, at 10:00 a.m., Eastern Time at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via live webcast at [*] 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.

Q. What do I need in order to be able to participate in the Extraordinary General Meeting online?

A. You can attend the Extraordinary General Meeting via the Internet by visiting [*] 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. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting.

Q. What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

A. Rising Dragon shareholders are being asked to consider and vote on the following proposals:

• Proposal No. 1 — Charter Amendment Proposal — To approve, as a special resolution, the amendment and restatement to the Company’s Existing Charter, to extend the Combination Period up to additional fifteen (15) times from July 15, 2026 to October 15, 2027, each by an additional one (1) month, by adopting 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;”

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• Proposal No. 2 — Trust Agreement Amendment Proposal — To approve the Trust Agreement Amendment, as set forth in Annex B hereto, to extend the Combination Period up to fifteen (15) times from the Termination Date to the Extended Date by depositing into the Trust Account 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, from time to time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate.

Q. Are the proposals conditioned on one another?

A. The Trust Agreement Amendment Proposal and the Charter Amendment Proposal are conditioned upon each other. 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. The Adjournment Proposal is not conditioned on the Charter Amendment Proposal or the Trust Agreement Amendment Proposal.

Q. Why is Rising Dragon proposing the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal? Why should I vote “FOR” the proposals?

A. 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 a 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.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Company does not complete a Business Combination before the applicable termination date, 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.

The Board believes that it is in the best interests of Rising Dragon shareholders that the Charter Amendment and the Trust Agreement Amendment be obtained so that the Company will have an additional amount of time to consummate a Business Combination. Given the Company’s expenditure of time, effort and money on the Business Combination, it is in the best interests of Rising Dragon shareholders to approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. The Company believes completing a Business Combination will provide significant benefits to its shareholders.

You are not being asked to vote on a Business Combination at this Extraordinary General Meeting. If you want to ensure your public shares are redeemed in the event the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, you should elect to “redeem” your public shares in connection with the Extraordinary General Meeting.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by Rising Dragon shareholders, Rising Dragon may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Adjournment Proposal is not approved by Rising Dragon shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

Q. What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A. Approval of the Charter Amendment Proposal requires a special resolution under the Companies Act and the Existing Charter and requires the affirmative vote of at least two-thirds 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

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to vote and who vote thereon. 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 ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon and 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 themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, a shareholder’s failure to vote by proxy or to vote oneself at the Extraordinary General Meeting will not be counted towards the number of ordinary shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on the proposals. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding ordinary shares representing a majority of the voting power of all issued and outstanding ordinary shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the proposals.

Q. How will the initial shareholders vote?

A. The initial shareholders have advised Rising Dragon that they intend to vote any ordinary shares over which they have voting control, in favor of the three proposals.

The initial shareholders and their respective affiliates are not entitled to redeem any shares they hold in connection with the proposals. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 1,691,875 ordinary shares, representing approximately 28.43% of Rising Dragon’s issued and outstanding shares.

Q. What if I do not want to vote “FOR” the Charter Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal?

A. If you do not want any of the proposals to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

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 vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of any vote on the proposals.

Q. What happens if the Charter Amendment Proposal or the Trust Agreement Amendment Proposal is not approved?

A. If there are insufficient votes to approve the Charter Amendment Proposal or the Trust Agreement Amendment Proposal, Rising Dragon may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

If the Charter Amendment Proposal or the Trust Agreement Amendment Proposal is not approved and the Company does not complete a Business Combination before the applicable termination date, 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.

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The Sponsor and the officers, directors and the initial shareholders of Rising Dragon waived their rights to participate in any liquidation distribution with respect to the shares they beneficially own. There will be no distribution from the Trust Account with respect to Rising Dragon’s rights, which will expire worthless in the event Rising Dragon dissolves and liquidates the Trust Account.

Q. If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next?

A. If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Rising Dragon will continue to attempt to consummate a Business Combination until July 15, 2026, the Termination Date. The Company shall have the right to extend the Combination Period from July 15, 2026 to October 15, 2027, up to additional fifteen (15) times for one (1) month each time, by depositing into the Trust Account the Monthly Extension Fee for each Extension.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed public shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Rising Dragon held by Rising Dragon’s officers, directors, the Sponsor and its affiliates.

Q. If I elected to redeem my shares in connection with the Business Combination EGM, what happens with my redemption request?

A. 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 to receive pro rata portion of the funds available in the Trust Account at this time, 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.

Q. If I had not elected to redeem my shares in connection with the Business Combination EGM, what happens?

A. If you have not elected to redeem your shares in connection with the Business Combination EGM, you have the option to redeem your shares now 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 may not be able to redeem your shares in the future, provided that the HZJL Business Combination is consummated.

In the event that (x) you have not redeemed your shares in connection with the Business Combination EGM, (y) choose not exercise your redemption rights now in connection with this Extraordinary General Meeting, and (z) the HZJL Business Combination is terminated or otherwise not consummated, assuming you are a shareholder as of the record date for voting on a business combination, you will be able to vote on a business combination when it is submitted to shareholders. You will also retain your right to redeem the public shares then held by you upon consummation of such business combination, subject to any limitations set forth in the Existing Charter.

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Q. What if you reverse or withdraw your previous redemption request in connection with the HZJL Business Combination in order to redeem your shares in connection with this Extraordinary General Meeting and we complete the HZJL Business Combination prior to the Extraordinary General Meeting or we do not hold the Extraordinary General Meeting?

A. As provided elsewhere in the proxy statement, if you have elected to redeem your shares in connection with the Business Combination EGM previously 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.

However, there is no assurance that we will hold the Extraordinary General Meeting and implement the proposals, if, for example, we consummate the HZJL Business Combination prior to the Extraordinary General Meeting.

Therefore, depending on the timing and sequence of the events:

If we consummate the HZJL Business Combination prior to this Extraordinary General Meeting, the Extraordinary General Meeting and the proposals will not be implemented:

• Any redemption request originally submitted in connection with the HZJL Business Combination will automatically be redeemed in connection with the consummation of the HZJL Business Combination. Even if you have reversed or withdrawn such request in order to redeem in connection with this Extraordinary General Meeting, your redemption request tendered in connection with the HZJL Business Combination will still be processed.

• Any public shares not originally tendered for redemptions in connection with the HZJL Business Combination will not be redeemed and will be cancelled and exchanged into such PubCo ordinary shares as contemplated under the Business Combination Agreement.

If we do not consummate the HZJL Business Combination prior to this Extraordinary General Meeting and do not hold the Extraordinary General Meeting and implement the proposals on or before the Termination Date:

• The Company still has the right to extend the Combination Period, each by an additional one month (for a total of up to 21 months), until July 15, 2026. 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 Sponsor or its affiliates decides not to fund the Trust Account to extend the Combination Period, 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.

If the Extraordinary General Meeting is organized and the proposals are implemented, irrespective of when or whether the HZJL Business Combination is consummated:

• Any redemption request submitted in connection with this Extraordinary General Meeting (including any redemption request submitted after reversal/withdrawal of previous redemptions tendered in connection with the HZJL Business Combination) will be effectuated and executed following this Extraordinary General Meeting.

• Any redemption requests originally submitted in connection with the HZJL Business Combination and not reversed or withdrawn in connection with this Extraordinary General Meeting will remain outstanding, pending the consummation of the HZJL Business Combination.

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• Any public shares not tendered for redemptions in connection with the HZJL Business Combination or in connection with this Extraordinary General Meeting will not be redeemed, and will be cancelled and exchanged into such PubCo ordinary shares if we complete the HZJL Business Combination, or redeemed if we cannot complete a business combination timely and cease all operations.

Q. Do I need to request that my shares be redeemed regardless of whether I vote for or against the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

A. Yes. Whether you vote for or against the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal, you may elect to redeem your shares. However, you will need to submit a redemption request for your public shares.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person by virtual attendance and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

ADVANTAGE PROXY, INC.

P.O. Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

Q. How are votes counted?

A. Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. Approval of the Charter Amendment Proposal requires a special resolution and 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 ordinary shares and 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 themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on outcome of any vote on the proposals.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Rising Dragon believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes

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of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the proposals.

Q. What constitutes a quorum at the Extraordinary General Meeting?

A. Shareholders representing a majority of the issued and outstanding ordinary shares as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. Ordinary shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the Extraordinary General Meeting will be adjourned to the same day in the next week at the same time and place or to such other time and place as the directors may determine. And if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum.

Q. What do I need to do now?

A. Rising Dragon urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and consider how the proposals will affect you as a Rising Dragon shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q. How can I vote?

A. If you were a holder of record of ordinary shares on May 1, 2026, the Record Date, you may vote with respect to the proposals in person by virtual attendance at the Extraordinary General Meeting, or by submitting a proxy by mail so that it is received prior to 5:00 p.m., New York Time, on May 27, 2026, in accordance with the instructions provided to you under the section titled “The Extraordinary General Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person by virtual attendance, obtain a proxy from your broker, bank or nominee.

Q. Do I need to attend the Extraordinary General Meeting to vote my shares?

A. No. You are invited to attend the Extraordinary General Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Extraordinary General Meeting to vote your ordinary shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Rising Dragon encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q. Does the Board recommend voting “FOR” the approval of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

A. Yes. After careful consideration of the terms and conditions of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal, the Board has determined that the proposals are in the best interests of Rising Dragon and its shareholders. The Board unanimously recommends that Rising Dragon shareholders vote “FOR” these proposals.

Q. What interests do Rising Dragon’s directors and officers have in the approval of the Charter Amendment Proposal and the Trust Agreement Amendment Proposal?

A. Rising Dragon’s directors and officers have interests in the Charter Amendment Proposal and 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 the securities of Rising Dragon it owns. See the section entitled “Extraordinary General Meeting of Rising Dragon Shareholders — Interests of the Initial Shareholders” in this proxy statement.

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Q. Do I have appraisal rights or dissenters’ rights if I object to the Charter Amendment Proposal or the Trust Agreement Amendment Proposal?

A. No. There are no appraisal rights available to Rising Dragon shareholders in connection with the Charter Amendment Proposal or the Trust Agreement Amendment Proposal.

Q. If I own a public right, can I exercise redemption rights with respect to my public rights?

A. No. The holders of public rights issued in connection with the Company’s IPO have no redemption rights with respect to such public rights.

Q. If I am a unit holder, can I exercise redemption rights with respect to my units?

A. No. Holders of outstanding units must separate the underlying public shares and public rights prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee with written instructions to separate such units into public shares and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one frill business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q. How do I exercise my redemption rights?

A. If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on May 26, 2026 (two business days before the Extraordinary General Meeting), that Rising Dragon redeem your shares for cash, and (ii) submit your request in writing to Rising Dragon’s transfer agent, at the address listed at the end of this section and deliver your shares to Rising Dragon’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

Any corrected or changed written demand of redemption rights must be received by Rising Dragon’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders of ordinary shares as of the record date. Any public shareholder who holds ordinary share on or before May 26, 2026 (two (2) business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata portion of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

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Q. What should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting?

A. You may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Separate voting materials will be mailed to Rising Dragon shareholders for a Business Combination Extraordinary General Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Extraordinary General Meeting.

Q. Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A. Rising Dragon will pay the cost of soliciting proxies for the Extraordinary General Meeting. Rising Dragon has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting.

Q. Who can help answer my questions?

A. If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:

Rising Dragon Acquisition Corp.
No. 604, Yixing Road, Wanbolin District
Taiyuan City, Shanxi Province, P.R. China
Attention: Wenyi Shen — Chief Financial Officer
Email: woody.shen@hywincapital.cn

You may also contact the proxy solicitor for Rising Dragon at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Email: ksmith@advantageproxy.com

To obtain timely delivery, Rising Dragon shareholders must request the materials no later than May 20, 2026, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about Rising Dragon from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., Eastern Time, on May 26, 2026 (two (2) business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your public shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

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EXTRAORDINARY GENERAL MEETING OF RISING DRAGON SHAREHOLDERS

This proxy statement is being provided to Rising Dragon shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of Rising Dragon shareholders to be held on May 28, 2026, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about May [*], 2026 to all shareholders of record of Rising Dragon as of May 1, 2026, the Record Date for the Extraordinary General Meeting. Shareholders of record who owned ordinary shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 10:00 a.m., Eastern Time, on May 28, 2026 at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via live webcast by visiting [*] 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. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, Rising Dragon shareholders will consider and vote on the following proposals:

• Proposal No. 1 — Charter Amendment Proposal — To approve, as a special resolution, the amendment and restatement to Rising Dragon’s Existing Charter, to extend the Combination Period up to fifteen (15) times from July 15, 2026 to October 15, 2027, each by an additional one (1) month, by adopting 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 Trust Agreement Amendment, as set forth in Annex B hereto, to extend the Combination Period up to fifteen (15) times from July 15, 2026 to October 15, 2027 by depositing into the Trust Account Monthly Extension Fee for each Extension. This proposal is referred to as the “Trust Agreement Amendment Proposal;” and

Voting Power; Record Date

As a shareholder of Rising Dragon, you have a right to vote on certain matters affecting Rising Dragon. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own ordinary shares at the close of business on May 1, 2026, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each ordinary share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 5,951,030 ordinary shares issued and outstanding.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

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Quorum and Required Vote for Proposals for the Extraordinary General Meeting

A quorum of Rising Dragon shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if a majority of the issued and outstanding ordinary shares of Rising Dragon as of the record date present in person by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. A Rising Dragon shareholder present in person by virtual attendance or represented by proxy and abstaining from voting at the Extraordinary General Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

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 and 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 failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposals.

It is possible that Rising Dragon will not be able to complete its Business Combination on or before the Termination Date, or by the Extended Date if the Trust Agreement Amendment Proposal is approved. If Rising Dragon fails to complete its initial business combination (i) on or before the Termination Date, and it does not choose to extend the Combination Period pursuant to the Existing Charter and the Trust Agreement, or (ii) by the Extended Date if the Charter Amendment Proposal and the Trust Agreement Amendment are approved, Rising Dragon will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of public shares.

Voting Your Shares — Shareholders of Record

Each ordinary share that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the Extraordinary General Meeting. Your proxy card shows the number of ordinary shares that you own.

There are two ways to ensure that your ordinary shares are voted at the Extraordinary General Meeting:

• You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the Board “FOR” the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and Adjournment Proposal. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted.

• You can attend the Extraordinary General Meeting by virtual attendance and vote during the meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE CHARTER AMENDMENT PROPOSAL, THE TRUST AGREEMENT AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL. IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL

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NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares, and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Rising Dragon. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary General Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests for registration should be directed to Mark Zimkind at mzimkind@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC
Attn: Mark Zimkind
1 State Street, 30th Floor
New York, NY 10004

You will receive a confirmation of your registration by email after Rising Dragon receives your registration materials. You may attend the Extraordinary General Meeting by visiting [*] 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. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. Follow the instructions provided to vote. Rising Dragon encourages you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154, on May 28, 2026 at 10:00 a.m. Eastern Time and virtually via live webcast on the Internet. You will be able to attend the Extraordinary General Meeting virtually by visiting [*] 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. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

• you may send another proxy card with a later date;

• if you are a record holder, you may notify our proxy solicitor, Advantage Proxy, Inc., in writing before the Extraordinary General Meeting that you have revoked your proxy; or

• you may attend the Extraordinary General Meeting by virtual attendance, revoke your proxy, and vote during the meeting, as indicated above.

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No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Advantage Proxy, Inc., Rising Dragon’s proxy solicitor, with individual call toll-free at 1-877-870-8565 and banks and brokers call at 1-206-870-8565; Email: ksmith@advantageproxy.com.

Redemption Rights

In connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the approval of the Charter Amendment Proposal and the Trust Agreement Amendment Proposal, each holder of public shares may seek to redeem its public shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your public shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

• if you hold units, separate the underlying public shares, and public rights;

• on or before 5:00 p.m., Eastern Time, on May 26, 2026 (two business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that Rising Dragon redeem your public shares for cash to the Trustee, the transfer agent, at the following address:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

• deliver your public shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Extraordinary General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Trust Agreement Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding units must separate the underlying public shares and public rights prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee, with written instructions to separate such units into public shares and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

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If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a public share by holders of public shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[*] million as of [*], 2026. Prior to their exercising Redemption rights, Rising Dragon shareholders should verify the market price of the public shares, as shareholders may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your public shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the public shares when you wish to sell your shares.

If you exercise your Redemption rights, your public shares will cease to be outstanding and will only represent the right to receive a pro rata portion of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Rising Dragon, if any. You will be entitled to receive cash for your public shares only if you properly and timely demand redemption.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Company does not complete a Business Combination before the Termination Date, Rising Dragon will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of public shares and all of Rising Dragon’s rights will expire worthless.

Your right to redeem in connection with this Extraordinary General Meeting does not affect the right of shareholders to elect to redeem their public shares in connection with a Business Combination, which is a separate and additional redemption right available to Rising Dragon shareholders.

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Appraisal Rights

There are no appraisal rights available to Rising Dragon shareholders in connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

Proxy Solicitation Costs

We are soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. Rising Dragon and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Advantage Proxy, Inc., a proxy solicitation firm that Rising Dragon has engaged to assist it in soliciting proxies, will be paid its customary fee and be reimbursed out-of-pocket expenses.

Rising Dragon will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Rising Dragon will reimburse them for their reasonable expenses.

Interests of the Initial Shareholders

In considering the recommendation of our Board to vote in favor of the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:

• If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, Rising Dragon still has the right to extend the Business Combination Period by two times, for one month each time, to July 15, 2026 (i.e., 21 months from the consummation of the IPO) by depositing into the Trust Account $100,000 on or prior to the date of the applicable deadline, for each one month extension.

• If Rising Dragon is not able to complete a business combination on time, it will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Rising Dragon public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 1,437,500 founder shares (the “Founder Shares”) held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[*] million based upon the closing price of $[*] per share on Nasdaq on [*], 2026.

• Simultaneously with the consummation of the IPO, Rising Dragon consummated the private sale of 254,375 private units (the “Private Units”) to the Sponsor at a price of $10.00 per unit, for an aggregate purchase price of $2,543,750. Each Private Unit is identical to the public units sold in IPO. Such Private Units have an aggregate market value of approximately $[*] million based upon the closing per unit price of $[*] on Nasdaq on [*], 2026. The Private Units, including the underlying securities, will become worthless if Rising Dragon does not consummate a business combination by the Termination Date (or the Extended Date if extended).

• The Sponsor paid significantly less for its Founders Shares. Prior to the consummation of the IPO, Sponsor purchased 1,437,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.017 per share.

• The Sponsor paid an aggregate of $2,568,750 to purchase the Founder Shares and Private Units. If Rising Dragon is unable to complete a Business Combination within the required time period, the value of the Founder Shares and the Private Units, comprised of (a) $[*] million representing the market value of Founder Shares, and (b) $[*] million representing the market value of Private Units, would be lost. Certain Rising Dragon directors and executive officers have indirect economic interests in the Private Units and in the Founder Shares.

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• The Sponsor has agreed not to redeem any ordinary shares, held by it in connection with a shareholder vote to approve a Business Combination or a vote to amend the provisions of the Existing Charter relating to shareholders’ rights.

• The Sponsor and Rising Dragon’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Rising Dragon fails to complete a Business Combination by the Termination Date (or the Extended Date if extended).

• The continued indemnification of current directors and officers of Rising Dragon and the continuation of directors’ and officers’ liability insurance after a Business Combination.

Additionally, if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Rising Dragon consummates a Business Combination, the officers and directors of Rising Dragon may have additional interests as described in the proxy statement/prospectus for the HZJL Business Combination.

Certain Risks

There are no assurances that the Charter Amendment Proposal and the Trust Agreement Amendment will enable us to complete the Business Combination.

Even if the Charter Amendment Proposal and the Trust Agreement Amendment are approved, we can provide no assurances that the Sponsor will fund the Trust Account to extend the Combination Period, and a Business Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. We are required to offer shareholders the opportunity to redeem shares in connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal, and we will also be required to offer shareholders redemption rights in connection with any shareholder vote to approve the initial business combination. Even if the Charter Amendment and the Trust Agreement Amendment are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with this Extraordinary General Meeting and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate the Company.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our units, shares and rights following such a transaction, and our rights would expire worthless.

The longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

We may not be able to complete a Business Combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

The sponsor, Aurora Beacon LLC, a Cayman Islands limited liability company’s ultimate beneficial owner is a citizen and a resident of the PRC. Our Chief Executive Officer and Chairman, Chief Financial Officer and two of our independent directors are residents and citizens of China. One executive director is a citizen and resident of China, and

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one of our independent directors is a citizen and resident of Taiwan. Most of our management and board of directors are not U.S. citizens. Therefore, we may be considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’ regulations. As such, a Business Combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete our Business Combination by the Termination Date, because the review process drags on beyond such timeframe or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $[*] per share (including interest not previously released to Rising Dragon to pay its taxes), without taking into account any interest earned after [*], 2026 and our rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

On August 16, 2022, the IRA became law in the United States, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., United States) corporations (and certain non-U.S. corporations treated as “surrogate foreign corporations”). The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, only limited guidance has been issued to date.

As an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares, including redemptions related to extension votes, a business combination in which we remain a Cayman Islands exempted company or otherwise (absent any regulations and other additional guidance that may be issued in the future with retroactive effect). Even in the event such a tax was to be imposed, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excise tax.

However, in connection with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions and, because our securities are trading on the Nasdaq, it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions related to extension votes or in connection with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S. Department of the Treasury, redemptions in complete liquidation of the company). In all cases, the extent of the excise tax that may be incurred will depend on a number of factors, including the fair market value of our stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any regulations and other additional guidance from the U.S. Department of the Treasury that may be issued and applicable to the redemptions. Issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. The

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excise tax is imposed on the repurchasing corporation itself, not the shareholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could, however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection with our initial business combination, which could cause the other shareholders of the combined company to economically bear the impact of such excise tax.

We are required by the Nasdaq Listing Rules to consummate a Business Combination within 36 months of the effectiveness of our IPO Registration Statement. If we are not able to consummate a Business Combination within this time period, our securities are likely be subject to delisting.

Nasdaq Listing Rule IM-5101-2(b) (the “36-month Rule”), requires that we complete a business combination no later than 36 months after our IPO, and Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement to complete a business combination in the 36-month Rule. Given that our IPO registration statement on Form S-1 became effective on October 10, 2024, we will meet the 36-month deadline on October 10, 2027. If the Company is not able tom complete a business combination within 36 months of the effectiveness of our IPO registration statement, Nasdaq will determine that we are not in compliance with the 36-month Rule and our securities will be suspended from trading on Nasdaq and ultimately delisted from Nasdaq. For the avoidance of doubt, any Extended Date beyond October 10, 2027 would not comply with Nasdaq Listing Rule IM-5101-2 and result in our delisting.

If our securities are delisted from trading on Nasdaq, we expect such securities to be quoted on an over-the-counter market. In this over-the-counter market, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Additionally, if our securities are no longer listed on Nasdaq, our securities will no longer be considered “covered securities” for the purpose of The National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Therefore, our securities will be subject to regulation in each state in which we offer our securities.

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PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL

Overview

The Existing Charter and the Trust Agreement currently provide that the Company has 15 months from 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 to complete a business combination). 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.

The Company is proposing to amend and restate, by special resolution, its Existing Charter to extend the Combination Period to the Extended Date so as to give the Company additional time to complete a Business Combination by adopting the second amended and restated memorandum and articles of association. The complete text of the proposed second amended and restated memorandum and articles of association is attached to this proxy statement as Annex A.

Reasons for the Charter Amendment

The Company has determined that there will not be sufficient time before July 15, 2026 to consummate a Business Combination. The 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 to complete a business combination). 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. 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 has the right to further extend the Combination Period two additional times, through July 15, 2026.

If the Charter Amendment Proposal is approved, the Company shall have the right to extend the Combination Period from July 15, 2026, the Termination Date, to October 15, 2027 (36 months from the closing of the IPO). The Charter Amendment Proposal is essential to allowing the Company additional time to consummate a 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.

The Company believes that it is in the best interests of RDAC shareholders that the Company obtain the Extension in order to complete a Business Combination, which will provide significant benefits to its shareholders.

If the Charter Amendment Is Not Approved

If the Charter Amendment is not approved, Rising Dragon still has the right to extend the Combination Period by two (2) times for an additional one (1) month each time from May 15, 2026 up to July 15, 2026 (i.e., 21 months from the consummation of the IPO) by depositing into the Trust Account $100,000 on or prior to the date of the applicable deadline, for each one month extension. The Sponsor or its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination.

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their shares. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, except to the extent provided under the Trust Agreement.

If the Charter Amendment Proposal is not approved and the Company fails to complete a Business Combination prior to the applicable termination date, 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

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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.

If the Charter Amendment Is Approved

If the Charter Amendment Proposal is approved, the Company shall have the right to extend the Combination Period from July 15, 2026 up to October 15, 2027, up to fifteen (15) times for an additional one (1) month each time by depositing into the Trust Account the Monthly Extension Fee. The Trust Account will not be disbursed except to the extent any redemptions are made in connection with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a Business Combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate a Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote

The approval of the Charter Amendment Proposal requires a special resolution, being the affirmative vote of at least two-thirds (2/3) majority of votes 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. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Charter Amendment Proposal.

Our Board will abandon and not implement the Charter Amendment Proposal unless our shareholders approve both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Redemption Rights

In connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Amendment and the Trust Agreement Amendment, each public shareholder may seek to redeem its public shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your public shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

• if you hold units, separate the underlying public shares and public rights;

• on or before two business days before the Extraordinary General Meeting, tender your shares physically or electronically and submit a request in writing that Rising Dragon redeem your public shares for cash to the Trustee, at the following address:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

• deliver your public shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Extraordinary General Meeting.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, it may take

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longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposals at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a public share by Rising Dragon’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[*] million as of [*], 2026. Prior to their exercising redemption rights, Rising Dragon shareholders should verify the market price of the public shares, as shareholders may receive higher proceeds from the sale of their shares of public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your public shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the public shares when you wish to sell your shares.

If you exercise your redemption rights, your public shares will cease to be outstanding and will only represent the right to receive a pro rata portion of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Rising Dragon, if any. You will be entitled to receive cash for your public shares only if you properly and timely demand redemption.

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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.

Depending on the timing and sequence of the events:

If we consummate the HZJL Business Combination prior to this Extraordinary General Meeting, the Extraordinary General Meeting and the proposals will not be implemented:

• The Company still has the right to extend the Combination Period two times, each by an additional one month (for a total of up to 21 months), until July 15, 2026. 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 Sponsor or its affiliates decides not to fund the Trust Account to extend the Combination Period, or if the Company fails to complete a Business Combination prior to the Termination Date, 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.

If the Extraordinary General Meeting is organized and the proposals are implemented, irrespective of when or whether the HZJL Business Combination is consummated:

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Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Charter Amendment Proposal is as follows:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT, the amendment and restatement to the Company’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 up to additional fifteen (15) times from July 15, 2026 to October 15, 2027 (i.e. the end of 36 months from the consummation of its initial public offering, each by an additional one (1) month, by adopting the second amended and restated memorandum and articles of association in their entirety in place of the Existing Charter, the form of which is set forth in Annex A hereto, be approved.”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT RISING DRAGON SHAREHOLDERS VOTE
“FOR” THE CHARTER AMENDMENT PROPOSAL.

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PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL

Overview

The proposed Trust Agreement Amendment would amend our existing Trust Agreement to extend the Combination Period from July 15, 2026 to October 15, 2027 up to fifteen (15) times, by depositing into the Trust Account, for each one-month Extension, 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. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment

Under the Trust Agreement Amendment Proposal, the Company is seeking the approval of its shareholders to reduce the amount it must deposit into the Trust Account to be 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 vote on the Trust Agreement Amendment Proposal.

The Board believes that the approval of the Trust Agreement Amendment Proposal will allow the Company additional time to complete the Business Combination.

As discussed above, after careful consideration of all relevant factors, the Board has determined that the Trust Agreement Amendment Proposal is fair to, and in the best interests of, Rising Dragon and its shareholders. The Board has approved and declared advisable adoption of the Trust Agreement Amendment Proposal and recommends that you vote “FOR” such adoption.

If the Trust Agreement Amendment Is Not Approved

If the Trust Agreement Amendment is not approved, Rising Dragon still has the right to extend the Business Combination Period by two times for an additional one month each time from July 15, 2026 up to July 15, 2026 (i.e., 21 months from the consummation of the IPO) by depositing into the Trust Account $100,000 on or prior to the date of the applicable deadline, for each one month extension. The Sponsor or its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination.

If the Trust Agreement Amendment Proposal is not approved and Company fails to complete a Business Combination by the applicable termination date, 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.

If the Trust Agreement Amendment Is Approved

If the Trust Agreement Amendment Proposal is approved, the Company shall have the right to extend the Combination Period from July 15, 2026 up to October 15, 2027, up to fifteen (15) times for an additional one (1) month each time by depositing into the Trust Account the Monthly Extension Fee. The Trust Account will not be disbursed except to the extent any redemptions are made in connection with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a Business

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Combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate a Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote

Subject to the foregoing, 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 will be required to approve the Trust Agreement Amendment Proposal.

Our Board will abandon and not implement Trust Agreement Amendment Proposal unless our shareholders approve both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Trust Agreement Amendment Proposal is as follows:

“RESOLVED THAT the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to extend the Combination Period from July 15, 2026 to October 15, 2027, up to fifteen (15) times, by depositing into the Trust Account on or prior to the date of the applicable deadline, for each one-month Extension, 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.”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT RISING DRAGON SHAREHOLDERS VOTE
“FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL.

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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Rising Dragon shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

Vote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution, which is 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 and entitled to vote thereon and who vote at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Adjournment Proposal is as follows:

“RESOLVED, as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting be confirmed, adopted, approved and ratified in all respects.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT RISING DRAGON SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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BUSINESS OF RISING DRAGON AND CERTAIN INFORMATION ABOUT RISING DRAGON

General

Rising Dragon is a blank check company incorporated on March 8, 2024, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On October 15, 2024, Rising Dragon consummated the IPO of 5,750,000 units, at $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of the IPO, Rising Dragon consummated the sale of 254,375 Private Units at a price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $2,543,750. In addition, Rising Dragon granted 57,500 ordinary shares to the representative of the underwriters at the closing of the IPO. After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the Private Units, a total of $57,787,500 was deposited into a trust account established for the benefit of Rising Dragon’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Private Units are identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the registration statement) until 30 days after the completion of Rising Dragon’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth as of May 1, 2026 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of ordinary shares (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of May 1, 2026, we had 5,951,030 ordinary shares issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion of rights, as the rights are not convertible within 60 days of May 1, 2026.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership	Approximate Percentage of Outstanding Shares(2)
Aurora Beacon LLC(3)	1,691,875	28.43	%
Lulu Xing(3)	1,691,875	28.43	%
Wenyi Shen	—	—
Xiaomin Pang	—	—
Kun-Lin Liu	—	—
Yucan Zhang	—	—
Chengming Dou	—	—
All directors and executive officers as a group (6 individuals)	1,691,875	28.43	%(3)
Barclays PLC(4)	398,125	6.70	%
Kerry Propper/Antonio Ruiz-Gimenez(5)	495,000	8.32	%
Polar Asset Management Partners Inc.(6)	500,000	8.40	%
AQR Capital Management, LLC(7)	351,804	5.91	%
TD Securities (USA) LLC(8)	318,777	5.36	%
Karpus Management, Inc.(9)	736,550	12.38	%
RiverNorth Capital Management, LLC(10)	495,000	8.32	%

____________

(1) Unless otherwise indicated, the business address of each of the individuals is No. 604, Yixing Road, Wanbolin District, Taiyuan City, Shanxi Province, People’s Republic of China.

(2) All percentages are approximate and are based upon a total of 5,951,030 ordinary shares outstanding (inclusive of shares included in our units) as of May 1, 2026.

(3) Aurora Beacon LLC is the record holder of the shares reported herein. Aurora Beacon LLC is controlled by Mr. Lulu Xing, its sole director. By virtue of this relationship, Mr. Lulu Xing may be deemed to share beneficial ownership of the securities held of record by the Sponsor.

(4) Pursuant to the schedule 13G filed by the reporting person on March 21, 2025. The address for the reporting person is 1 Churchill Place, London — E14 5HP.

(5) Pursuant to the schedule 13G filed by the reporting persons on February 14, 2025. The address for the reporting person is 1 Pennsylvania Plaza, 48th Floor New York, New York 10119. The RDAC Ordinary Shares reported therein are held by (1) one or more private funds managed by ATW SPAC Management LLC (“ATW SPAC”), which has been delegated exclusive authority to vote and/or direct the disposition of certain Shares and (2) a private fund, SZOP Multistrat LP, managed by SZOP Multistrat Management LLC (“SZOP”). SZOP and ATW SPAC are registered investment advisers whose managing members are Kerry Propper and Antonio Ruiz-Gimenez.

(6) Pursuant to the schedule 13G filed by the reporting person on February 14, 2025. The address for the reporting person is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.

(7) Pursuant to the schedule 13G filed jointly by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC on May 15, 2025. The address for the reporting persons is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

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(8) Pursuant to the schedule 13G filed jointly by TD Securities (USA) LLC (“TDS”), Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”), TD Group US Holdings LLC’s (“TD GUS”), and Toronto Dominion Bank’s (“TD Bank”) on August 12, 2025. TDS’s principal office and TDH’s principal office is One Vanderbilt Avenue, New York, New York 10017. The address of TD GUS principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of TD Bank principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2. TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of these shares. TDH is the sole owner of TDS. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the shares reported herein by virtue of their ownership of TDS.

(9) Pursuant to the schedule 13G filed by the holder on February 13, 2026. The holder’s address is 183 Sully’s Trail, Pittsford, New York 14534.

(10) Pursuant to the schedule 13G filed by the holder on August 14, 2025. The holder’s address is 360 S. Rosemary Avenue, Ste. 1420, West Palm Beach, Florida 33401.

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HOUSEHOLDING INFORMATION

Unless Rising Dragon has received contrary instructions, Rising Dragon may send a single copy of this proxy statement to any household at which two or more shareholders reside if Rising Dragon believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Rising Dragon’s expenses. However, if shareholders prefer to receive multiple sets of Rising Dragon’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Rising Dragon’s disclosure documents, the shareholders should follow these instructions:

• if the shares are registered in the name of the shareholder, the shareholder should contact Rising Dragon at the following address and e-mail address:

Rising Dragon Acquisition Corp.
No. 604, Yixing Road, Wanbolin District
Taiyuan City, Shanxi Province, P.R. China
Attention: Wenyi Shen — Chief Financial Officer
Email: woody.shen@hywincapital.cn

• if a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.

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WHERE YOU CAN FIND MORE INFORMATION

Rising Dragon files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. Rising Dragon’s public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of Rising Dragon’s filings with the SEC (excluding exhibits) at no cost by contacting Rising Dragon at the address and/or telephone number below.

If you would like additional copies of this proxy statement or Rising Dragon’s other filings with the SEC (excluding exhibits) or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact Rising Dragon at the following address and e-mail address:

Rising Dragon Acquisition Corp.
No. 604, Yixing Road, Wanbolin District
Taiyuan City, Shanxi Province, P.R. China
Attention: Wenyi Shen — Chief Financial Officer
Email: woody.shen@hywincapital.cn

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Rising Dragon’s proxy solicitation agent at the following address, telephone number and e-mail address:

Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Tel: 206-870-8565 or
Email: ksmith@advantageproxy.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a Rising Dragon’s shareholder and would like to request documents, please do so by May 20, 2026, five business days prior to the Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from Rising Dragon, such documents will be mailed to you by first class mail or another equally prompt means.

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ANNEX A

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

Rising Dragon Acquisition Corp.

(adopted by special resolution dated [28 mAY] 2026 and effective on [28 mAY] 2026)

Annex A-1

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THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

Rising Dragon Acquisition Corp.

(adopted by special resolution dated [28 mAY] 2026 and effective on [28 mAY] 2026)

1 The name of the Company is Rising Dragon Acquisition Corp..

2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4 The liability of each Member is limited to the amount unpaid on such Member’s shares.

5 The share capital of the Company is US$5,550 divided into 55,000,000 ordinary shares of a par value of US$0.0001 each and 500,000 preference shares of a par value of US$0.0001 each.

6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7 Capitalised terms that are not defined in this Second Amended and Restated Memorandum of Association bear the respective meanings given to them in the Second Amended and Restated Articles of Association of the Company.

Annex A-2

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THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

Rising Dragon Acquisition Corp.

(adopted by special resolution dated [28 mAY] 2026 and effective on [28 mAY] 2026)

1 Interpretation

1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

		“Affiliate”		in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
		“Applicable Law”		means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
		“Articles”		means these second amended and restated articles of association of the Company.
		“Audit Committee”		means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
		“Auditor”		means the person for the time being performing the duties of auditor of the Company (if any).
		“Business Combination”		means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on The NASDAQ Capital Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
		“business day”		means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

Annex A-3

Table of Contents

		“Clearing House”		means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
		“Company”		means the above named company.
		“Company’s Website”		means the website of the Company and/or its web-address or domain name (if any).
		“Compensation Committee”		means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
		“Designated Stock Exchange”		means any United States national securities exchange on which the securities of the Company are listed for trading, including The NASDAQ Capital Market.
		“Directors”		means the directors for the time being of the Company.
		“Dividend”		means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
		“Electronic Communication”		means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
		“Electronic Record”		has the same meaning as in the Electronic Transactions Act.
		“Electronic Transactions Act”		means the Electronic Transactions Act (As Revised) of the Cayman Islands.
		“Exchange Act”		means the United States Securities Exchange Act of 1934, as amended, or any similar United States federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
		“Founders”		means all Members immediately prior to the consummation of the IPO.
		“Independent Director”		has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
		“IPO”		means the Company’s initial public offering of securities.
		“Member”		has the same meaning as in the Statute.
		“Memorandum”

SEC Form PRE 14A filed by Rising Dragon Acquisition Corp.