Termination of Rising Dragon and HZJL Deal Leaves Merger Deadline at November 15
Key Facts
Rising Dragon Acquisition and HZJL Cayman terminated the merger agreement that brought them together with other parties, according to a company statement published on November 3, 2026. The agreement was dated January 27, 2025, and included Xpand Boom Technology, Xpand Boom Solutions, XB B Limited and Bin Xiong alongside the two companies. Its terms allowed Rising Dragon and HZJL to terminate it by mutual written consent, provided the decision was duly authorized by both boards of directors. This refocuses the company on completing an initial business combination within the available timeframe after the proposed deal fell through. Company disclosures show that the nearest deadline set for this purpose expires on November 15, 2026.
The proposed deal was based on a structure that would have re-established Rising Dragon through its merger into Xpand Boom Technology. Xpand Boom Solutions was also slated to merge into HZJL, making the latter a wholly owned subsidiary of Xpand Boom Technology. Completion of these steps was not automatic: the company conditioned the deal on regulatory approvals and approval from Rising Dragon and HZJL shareholders, as well as other closing conditions. Those conditions included the effectiveness of the registration statement and Nasdaq approval to list the combined company. Failure to meet or complete these requirements would have left the proposed deal pending fulfillment of the closing process.
On October 15, 2026, Rising Dragon issued two unsecured notes, one for $11,188.68 to SZG Limited, HZJL's designee, and the other for $44,448.73 to the company's sponsor, Aurora Beacon LLC. The notes had aggregate principal of $55,637.41. The company said in its disclosure that their proceeds were deposited into its trust account to extend the time available to complete an initial business combination until November 15, 2026. The notes bear no interest and are repayable upon completion of the initial business combination. Each also allows conversion into private units at $10 per unit, upon written notice at least five business days before closing.
In May 2026, the company had obtained shareholder approval to extend the period for completing a business combination until October 15, 2027, with the option to extend it monthly up to 15 times by depositing extension fees into the trust account. The monthly extension fee was $75,828.46, while shareholders submitted 1,903,823 ordinary shares for redemption at the extension meeting. But the October disclosure set November 15, 2026, as the extended deadline for completing an initial business combination, the nearest date cited in this context. The termination of the merger agreement leaves the company needing an alternative deal within the disclosed timeframe. Earlier disclosures leave the extension option available under the stipulated terms and fees, but do not identify an alternative deal.
The company's disclosures on its financial position as of June 30, 2026, provide additional context for its search for a deal. It recorded net income of $296,620 for the six months ended on that date, compared with $852,848 in the corresponding period of 2025. As of the same date, cash in its operating account outside the trust account was $8,695, and working capital showed a deficit of approximately $1,326,710. The company said failure to complete an initial business combination within the specified timeframe could result in the cessation of operations, redemption of public shares, and then liquidation and dissolution. It added that this raises substantial doubt about its ability to continue as a going concern if it does not complete the deal.
EL7 data showed RDAC shares closed at $5.10 in the November 2, 2026, session. The company's Nasdaq-listed securities included RDACU units, RDAC ordinary shares and RDACR rights. The market data available here did not include further details about the stock's movement during the session. The closing price came before the merger termination statement was published on November 3. The next step identified in the company's disclosures is the extended November 15 deadline to complete an initial business combination.