Rising Dragon Acquisition Corp. Reports Net Loss, Completes Initial Public Offering

Rising Dragon Acquisition Corp., incorporated on March 8, 2024, is classified as a shell company and has not commenced operations or generated revenue as of September 30, 2024. The company reported a net loss of $11,390 for the three months ended September 30, 2024, and a cumulative net loss of $50,250 from inception through the same date. The losses are attributed entirely to formation and operational costs.

As of September 30, 2024, the company had 1,437,500 ordinary shares issued and outstanding, with a total shareholder’s deficit of $(50,250) and an accumulated deficit of $(25,250). The company’s cash position was minimal, with only $100 in its operating bank account and a working capital deficit of approximately $182,336. Liquidity prior to the Initial Public Offering (IPO) was supported by a $25,000 payment from the sponsor and a $162,324 unsecured promissory note, which was repaid in full on October 15, 2024.

Rising Dragon Acquisition Corp. successfully completed its IPO on October 15, 2024, selling 5,750,000 units at a price of $10.00 per unit, generating gross proceeds of $57,500,000. This included 750,000 units from the underwriter's over-allotment option. Additionally, the company sold 254,375 private placement units at the same price, yielding gross proceeds of $2,543,750. The total net proceeds of $57,787,500 from the IPO and private placement were deposited into a trust account for the benefit of public shareholders.

The company anticipates incurring significant professional and transaction costs related to remaining publicly traded and pursuing a business combination. It has a maximum of 15 months, extendable to 21 months, from the IPO closing date to complete a business combination. If unsuccessful, the company will redeem 100% of outstanding public shares at the amount in the trust account and proceed to voluntary liquidation.

Management has expressed substantial doubt regarding the company's ability to continue as a going concern if an initial business combination is not completed within the specified timeframe. The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions. As of September 30, 2024, there were no critical accounting policies or estimates affecting the financial statements, and management does not expect significant changes in unrecognized tax benefits over the next twelve months.