What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-14 · 49 added, 40 removed, 165 unchanged (35% of the section changed)

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of Financial Statements

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to Rising Dragon Acquisition Corp.

to our “management” or our “management team” refer to our officers and directors, and references to our “Sponsor”

refer to Aurora Beacon LLC, a Cayman Islands limited liability company.

The following discussion and analysis of our financial condition

and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained

elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

References in this report (the

“Quarterly Report”) to “we,” “us” or the “Company” refer to Rising Dragon

Acquisition Corp.

References to our “management” or our “management team” refer to our officers and

directors, and references to our “Sponsor” refer to Aurora Beacon LLC, a Cayman Islands limited liability company.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the

unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

Special Note Regarding Forward-Looking Statements

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generated any revenue to date.

Our only activities from inception to March 31, 2025 were organizational activities, those necessary to

Our only activities from inception to June 30, 2025 were organizational activities, those necessary to

prepare for and conduct the IPO, and since the closing of the IPO, the search for a prospective initial business combination.

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diligence expenses.

For the three months ended March 31, 2025, we had a net income of $453,867,

which consisted of interest earned on marketable securities held in the Trust Account of $597,157, offset by formation and operational

costs of $143,290.

For the three months ended March 31, 2024, we

had a net loss of $28,860, which consisted of formation and operational costs of $28,860.

For the six months ended June 30, 2025, we had

a net income of $852,848, which consisted of interest earned on marketable securities held in the Trust Account of $1,205,604, offset

by formation and operational costs of $352,756.

For the six months ended June 30, 2024, we had

a net loss of $38,860, which consisted of formation and operational costs of $38,860.

For the three months ended June 30, 2025, we had

a net income of $398,981, which consisted of interest earned on marketable securities held in the Trust Account of $608,447, offset by

formation and operational costs of $209,466.

For the three months ended June 30, 2024, we had

a net loss of $10,000, which consisted of formation and operational costs of $10,000.

Liquidity and Capital Resources

As of March 31, 2025, we had $270,259 in our operating

As of June 30, 2025, we had $83,406 in our operating

bank account and working capital of approximately $289,889.

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for other costs and expenses related to the IPO.

As of March 31, 2025, we had cash of $270,259

and marketable securities in the Trust Account of $58,927,703.

As of June 30, 2025, we had cash of $83,406 and

marketable securities in the Trust Account of $59,536,150.

We intend to use substantially all of the net proceeds of the IPO, including

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We may withdraw interest to pay taxes.

During the period ended March 31, 2025, we did not withdraw any of interest income from the Trust

During the period ended June 30, 2025, we did not withdraw any of interest income from the Trust

Account to pay for income taxes.

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such expenses.

As of March 31, 2025, we had cash of $270,259

outside of the Trust Account.

As of June 30, 2025, we had cash of $83,406 outside

of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses,

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Going Concern Consideration

In connection with our assessment of going concern

considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an

Entity’s Ability to Continue as a Going Concern,” management has determined that if we are unsuccessful in consummating an

initial business combination within the prescribed period of time from the closing of our IPO, the requirement that we cease all operations,

redeem the public shares, and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles

in the United States of America, which contemplate the continuation of our Company as a going concern.

In connection with our assessment of going

concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are

unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of our IPO, the

requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve, raises substantial doubt

about the ability to continue as a going concern.

The unaudited condensed consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited condensed consolidated financial

statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which

contemplate the continuation of our Company as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets, or liabilities,

which would be considered off-balance sheet arrangements as of March 31, 2025.

which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that create relationships

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Critical Accounting Policies

The preparation of condensed consolidated financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported.

Actual results

could materially differ from those estimates.

As of March 31, 2025, there were no critical accounting policies or estimates.

The preparation of unaudited condensed

consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income

and expenses during the periods reported.

Actual results could materially differ from those estimates.

As of June 30, 2025, there

were no critical accounting policies or estimates.

Recent Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed consolidated

financial statements.

Management does not believe that any

recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our

unaudited condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis