What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-13 · 102 added, 55 removed, 316 unchanged (33% of the section changed)

Financial Statements

RISING DRAGON ACQUISITION

CONDENSED CONSOLIDTAED BALANCE SHEETS

RISING DRAGON ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026

December 31, 2025

Current assets:

4 unchanged sentences

TOTAL ASSETS $ 18,426,287 $ 44,425,757

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

Current liabilities:

6 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 4,201,655 and 4,201,655 shares issued and outstanding at redemption value of $ 10.72 and $ 10.56 as of March 31, 2026 and December 31, 2025, respectively 45,052,492 44,388,583

Ordinary shares subject to possible redemption, 1,685,982 and 4,201,655 shares issued and outstanding at redemption value of $ 10.90 and $ 10.56 as of June 30, 2026 and December 31, 2025, respectively 18,370,925 44,388,583

Shareholders’ Deficit:

4 unchanged sentences

55,000,000 shares authorized;

1,749,375 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (excluding 4,201,655 and 4,201,655 shares subject to possible redemption), respectively 175 175

1,749,375 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (excluding 1,685,982 and 4,201,655 shares subject to possible redemption), respectively 175 175

Accumulated deficit ( 3,195,635 ) ( 2,251,030 )

Total Shareholders’ Deficit ( 3,195,460 ) ( 2,250,855 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 45,131,963 $ 44,425,757

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT $ 18,426,287 $ 44,425,757

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

RISING DRAGON ACQUISITION

RISING DRAGON ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

Three months ended

Six months ended

Formation and operating costs $ ( 220,148 ) $ ( 209,466 ) $ ( 388,968 ) $ ( 352,756 )

4 unchanged sentences

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 3,773,797 5,750,000 3,773,797 5,750,000

Basic and diluted net income per ordinary shares subject to possible redemption $ 0.06 $ 0.08

Basic and diluted net income per share, ordinary shares subject to possible redemption $ 0.04 $ 0.08 $ 0.11 $ 0.16

Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption 1,749,375 1,749,375 1,749,375 1,749,375

Basic and diluted net loss per ordinary shares not subject to possible redemption $ ( 0.03 ) $ ( 0.02 )

Basic and diluted net loss per share, ordinary shares not subject to possible redemption $ ( 0.04 ) $ ( 0.03 ) $ ( 0.07 ) $ ( 0.05 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

RISING DRAGON ACQUISITION

RISING DRAGON ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

Three Months Ended March 31,

Ordinary shares

shareholders’

Three and Six Months Ended June 30, 2026

Ordinary shares Total

of Accumulated shareholders’

shares Amount deficit deficit

Balance as of January 1, 2026 1,749,375 $ 175 $ ( 2,251,030 ) $ ( 2,250,855 )

2 unchanged sentences

Balance as of March 31, 2026 1,749,375 $ 175 $ ( 2,719,850 ) $ ( 2,719,675 )

Three Months Ended March 31, 2025

Ordinary shares

shareholders’

Subsequent remeasurement of ordinary shares subject to redemption - - ( 560,442 ) ( 560,442 )

Net income - - 84,657 84,657

Balance as of June 30, 2026 1,749,375 $ 175 $ ( 3,195,635 ) $ ( 3,195,460 )

Three and Six Months Ended June 30, 2025

Ordinary shares Total

of Accumulated shareholders’

shares Amount deficit deficit

Balance as of January 1, 2025 1,749,375 $ 175 $ ( 1,435,746 ) $ ( 1,435,571 )

2 unchanged sentences

Balance as of March 31, 2025 1,749,375 $ 175 $ ( 1,579,036 ) $ ( 1,578,861 )

Subsequent remeasurement of ordinary shares subject to redemption - - ( 608,447 ) ( 608,447 )

Net income - - 398,981 398,981

Balance as of June 30, 2025 1,749,375 $ 175 $ ( 1,788,502 ) $ ( 1,788,327 )

The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

RISING DRAGON ACQUISITION

RISING DRAGON ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

ended June 30,

Cash flows from operating activities:

9 unchanged sentences

Proceeds deposited in Trust Account ( 555,637 ) -

Net cash used in investing activities ( 283,126 ) -

Net cash provided by investing activities 26,703,246 -

Cash flows from financing activities:

2 unchanged sentences

Proceeds from promissory note – related party 555,637 -

Net cash provided by financing activities

515,926 2,870

Net cash (used in) provided by financing activities ( 26,257,974 ) 2,870

NET CHANGE IN CASH ( 28,479 ) ( 309,273 )

1 unchanged sentence

CASH, END OF PERIOD $ 8,695 $ 83,406

Non-cash financing activities

Non-cash investing and financing activities:

Subsequent remeasurement of ordinary shares subject to redemption $ 1,241,225 $ 1,205,604

1 unchanged sentence

notes are an integral part of these unaudited condensed consolidated financial statements.

RISING DRAGON ACQUISITION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RISING DRAGON ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

4 unchanged sentences

The Company has selected December 31 as its fiscal year end.

As of March 31, 2026, the Company had not yet commenced any operations.

All activities through March 31, 2026 relate to the Company’s formation, the initial public offering (the “Initial Public Offering”) and the evaluation of Business Combination candidates.

As of June 30, 2026, the Company had not yet commenced any operations.

All activities through June 30, 2026 relate to the Company’s formation, the initial public offering (the “Initial Public Offering”) and the evaluation of Business Combination candidates.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

26 unchanged sentences

However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

The Company will have until May 15, 2026 initially to consummate a Business Combination.

The Company will have until August 15, 2026 initially to consummate a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), 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 the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

14 unchanged sentences

An aggregate of 5,668,070 ordinary shares were tendered for redemption in connection with the Extraordinary General Meeting held on November 20, 2025, to approve the business combination and the Extension Meeting.

On each of January 14, 2026, February 5, 2026, March 15, 2026 and April 15, 2026, the Company issued two unsecured promissory notes, each with a principal amount of $ 50,000 (the “Notes”), one to Aurora Beacon LLC, the Company’s sponsor, and one to SZG Limited, the designee of HZJL Cayman Limited, the counterparty to the previously announced agreement and plan of merger dated as of January 27, 2025, pursuant to which a proposed business combination among HZJL Cayman Limited, the Company, Purchaser and Merger Sub would occur, respectively.

On May 28, 2026, the Company entered into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”).

Pursuant to the Trust Amendment, the Company has the right to extend up to fifteen times to complete its business combination (the “Business Combination Period”), 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 Extraordinary General Meeting.

On May 29, 2026, in connection with the stockholders’ vote at the Extraordinary General Meeting, 1,903,823 shares were redeemed by certain shareholders at a price of approximately $ 10.83 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $ 20,613,598 .

On June 3, 2026, in connection with the stockholders’ vote at the Extraordinary General Meeting, 611,850 shares were redeemed by certain shareholders at a price of approximately $ 10.83 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $ 6,628,410 .

On each of January 14, 2026, February 5, 2026, March 15, 2026, April 15, 2026 and May 15, 2026, the Company issued two unsecured promissory notes, each with a principal amount of $ 50,000 (the “Notes”), one to Aurora Beacon LLC, the Company’s sponsor, and one to SZG Limited, the designee of HZJL Cayman Limited, the counterparty to the previously announced agreement and plan of merger dated as of January 27, 2025, pursuant to which a proposed business combination among HZJL Cayman Limited, the Company, Purchaser and Merger Sub would occur, respectively.

The Notes do not bear interest and mature upon closing of the Company’s initial business combination.

The proceeds of the Notes have been deposited in the Company’s trust account in connection with extending the business combination completion window until May 15, 2026.

The proceeds of the Notes have been deposited in the Company’s trust account in connection with extending the business combination completion window until June 15, 2026.

In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s IPO at a price of $ 10.00 per unit.

As of the date of this report, the Company has extended three times by an additional one month each time, and so it now has until May 15, 2026 to consummate a business combination.

Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate the initial business combination, the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $ 100,000 on or prior to the date of the applicable deadline.

On each of January 14, 2026, February 5, 2026, March 15, 2026 and April 15, 2026, the Company deposited an amount of $ 100,000 into the Trust Account in order to extend the amount of available time to complete a business combination until May 15, 2026.

On June 15, 2026, the Company issued two unsecured promissory notes, each with a principal amount of $ 27,819 (the “Notes”), one to Aurora Beacon LLC, the Company’s sponsor, and one to SZG Limited, the designee of HZJL Cayman Limited.

The Notes do not bear interest and mature upon closing of the Company’s initial business combination.

The proceeds of the Notes have been deposited in the Company’s trust account in connection with extending the business combination completion window until July 15, 2026.

In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s IPO at a price of $ 10.00 per unit.

On July 15, 2026, the Company issued unsecured promissory note, with a principal amount of $ 55,637 (the “Notes”), SZG Limited, the designee of HZJL Cayman Limited.

The Notes do not bear interest and mature upon closing of the Company’s initial business combination.

The proceeds of the Notes have been deposited in the Company’s trust account in connection with extending the business combination completion window until August 15, 2026.

In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s IPO at a price of $ 10.00 per unit.

As of the date of this report, the Company has extended seven times by an additional one month each time, and so it now has until August 15, 2026 to consummate a business combination.

Pursuant to the terms of the current amended and restated memorandum and articles of association and the Trust Amendment, in order to extend the time available for the Company to consummate the initial business combination, the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $ 100,000 on or prior to the date of the applicable deadline.

On each of January 14, 2026, February 5, 2026, March 15, 2026, April 15, 2026, May 15, 2026, the Company deposited an amount of $ 100,000 into the Trust Account in order to extend the amount of available time to complete a business combination until May 15, 2026.

On each of June 15, 2026 and July 15, 2026, the Company has deposited in an amount of $ 55,637 into the Trust Account in order to extend the amount of available time to complete a business combination until August 15, 2026.

Going Concern Consideration

As of March 31, 2026, the Company had cash of $ 9,470 and a working capital deficit of $ 850,925 .

As of June 30, 2026, the Company had cash of $ 8,695 and a working capital deficit of $ 1,326,710 .

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement.

5 unchanged sentences

However, the Company may extend the period of time to consummate a Business Combination 6 times (for a total of up to 21 months from the consummation of the Initial Public Offering to complete a Business Combination).

If the Company is unable to consummate the Company’s Initial Business Combination by May 15, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve.

If the Company is unable to consummate the Company’s Initial Business Combination by August 15, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders.

39 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The company had $ 9,470 and $ 37,174 in cash as of March 31, 2026 and December 31, 2025, respectively.

The Company did not have any cash equivalents as of March 31, 2026 and December 31, 2025.

The Company had $ 8,695 and $ 37,174 in cash as of June 30, 2026 and December 31, 2025, respectively.

The Company did no t have any cash equivalents as of June 30, 2026 and December 31, 2025.

· Investment held in Trust Account

At March 31, 2026 and December 31, 2025, substantially all of the assets held in the Trust Account were held in cash.

This is presented on the condensed consolidated balance sheet at fair value at the end of each reporting period.

At June 30, 2026 and December 31, 2025, substantially all of the assets held in the Trust Account were held in cash.

This is presented on the condensed consolidated balance sheets at fair value at the end of each reporting period.

Earnings on these cash funds are included in interest income in the accompanying unaudited condensed consolidated statements of income.

12 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

10 unchanged sentences

The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control.

Accordingly, as of March 31, 2026 and December 31, 2025, 4,201,655 and 4,201,655 ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets.

Accordingly, as of June 30, 2026 and December 31, 2025, 1,685,982 and 4,201,655 ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets.

· Rights accounting

24 unchanged sentences

The net income (loss) per share presented in the unaudited condensed consolidated statements of income (loss) is based on the following:

FOR THE THREE MONTHS ENDED

MARCH 31, 2026 FOR THE THREE MONTHS ENDED

MARCH 31, 2025

Shares Non-Redeemable

Shares Redeemable

Shares Non-Redeemable

SIX MONTHS ENDED

JUNE 30, 2026 FOR THE

SIX MONTHS ENDED

JUNE 30, 2025

Ordinary Shares Non-Redeemable

Ordinary Shares Redeemable

Ordinary Shares Non-Redeemable

Ordinary Shares

Basic and diluted net income (loss) per share:

5 unchanged sentences

Basic and diluted net income (loss) per share $ 0.11 $ ( 0.07 ) $ 0.16 $ ( 0.05 )

THREE MONTHS ENDED

JUNE 30, 2026 FOR THE

THREE MONTHS ENDED

JUNE 30, 2025

Ordinary Shares Non-Redeemable

Ordinary Shares Redeemable

Ordinary Shares Non-Redeemable

Ordinary Shares

Basic and diluted net income (loss) per share:

Interest income earned in investments held in Trust Account $ 304,805 $ - $ 608,447 $ -

Total expenses ( 150,420 ) ( 69,728 ) ( 160,604 ) ( 48,862 )

Total allocation to redeemable and non-redeemable ordinary shares $ 154,385 $ ( 69,728 ) $ 447,843 $ ( 48,862 )

Denominators:

Weighted-average shares outstanding 3,773,797 1,749,375 5,750,000 1,749,375

Basic and diluted net income (loss) per share $ 0.04 $ ( 0.04 ) $ 0.08 $ ( 0.03 )

· Related parties

12 unchanged sentences

Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

March 31, Quoted

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

June 30, Quoted

Markets Significant

31 unchanged sentences

Promissory Note – Related Party

On each of August 11, 2025, November 16, 2025, January 14, 2026, February 5, 2026, March 15, 2026 and April 15, 2026, the Company issued two unsecured promissory notes in an amount of $ 50,000 to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 100,000 (the “Promissory Note”).

The notes are non-interest bearing and are payable on the earlier of the date on which the Company consummates an initial business combination.

As of March 31, 2026 and December 31, 2025, the balance of $ 400,000 and $ 100,000 were drawn down from the Promissory Note, respectively.

On each of August 11, 2025 and November 16, 2025, the Company issued an unsecured promissory note in an amount of $ 50,000 to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 100,000 .

On each of January 14, 2026, February 5, 2026, March 15, 2026, April 15, 2026 and May 15, 2026, the Company issued two unsecured promissory notes in an amount of $ 50,000 to the Sponsor, and one to SZG Limited, the designee of HZJL Cayman Limited, pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 .

On June 15, 2026, the Company issued two unsecured promissory notes in an amount of $ 27,819 to the Sponsor and one to SZG Limited, the designee of HZJL Cayman Limited, pursuant to which the Company may borrow up to an aggregate principal amount of $ 55,637 .

These notes are non-interest bearing and are payable on the earlier of the date on which the Company consummates an initial business combination.

As of June 30, 2026 and December 31, 2025, the balance of $ 655,637 and $ 100,000 were drawn down from the Promissory Note, respectively.

Due to Related Party

As of March 31, 2026 and December 31, 2025, the Company had a temporary advance of $ 437,769 and $ 204,969 from the Sponsor, respectively.

As of June 30, 2026 and December 31, 2025, the Company had a temporary advance of $ 650,241 and $ 204,969 from the Sponsor, respectively.

The balance is unsecured, interest-free and has no fixed terms of repayment.

2 unchanged sentences

The Company is authorized to issue 500,000 ordinary shares, at par value of $ 0.0001 .

As of March 31, 2026 and December 31, 2025, no Preference Shares were issued and outstanding.

As of June 30, 2026 and December 31, 2025, no Preference Shares were issued and outstanding.

Ordinary shares

1 unchanged sentence

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 1,749,375 and 1,749,375 ordinary shares issued and outstanding and excluding 4,201,655 and 4,201,655 ordinary shares subject to possible redemption, respectively.

As of June 30, 2026 and December 31, 2025, there were 1,749,375 and 1,749,375 ordinary shares issued and outstanding and excluding 1,685,982 and 4,201,655 ordinary shares subject to possible redemption, respectively.

Each holder of a right will receive one-tenth (1/10) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

17 unchanged sentences

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of the commencement of sales in the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales in the IPO except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

NOTE 8 – SEGMENT INFOMRATION

NOTE 8 – SEGMENT INFOMATION

ASC Topic 280, “ Segment Reporting” , establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

9 unchanged sentences

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, the Company has evaluated all events or transactions that occurred after the balance sheet date through the date the unaudited condensed consolidated financial statements were issued.

On April 15, 2026, the Company issued two unsecured promissory notes, each with a principal amount of $ 50,000 (the “Notes”), one to Sponsor, and one to SZG Limited, the designee of HZJL, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until May 15, 2026

On July 15, 2026, the Company issued an unsecured promissory note in an amount of $ 55,637 to SZG Limited, the designee of HZJL Cayman Limited, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until August 15, 2026.

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 1. Financial Statements