RDAC 10-K & 10-Q changes, risk factors and insider trading

As of December 31, 2024,2025, the the Company had cash of $392,679$37,174 and a working capital equitydeficit of $433,179.$382,105. Further, we have incurred and expect to continue to incur significant costs as a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with our initial business combination activities. Management’s plans to address any need for additional capital are discussed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that any efforts to raise capital (if required) or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statement contained elsewhere in this Form 10-K do not include any adjustments that might result from our inability to continue as a going concern.

For the year ended December 31, 2024,2025, we had a net income of $257,513,$1,573,962, which consisted of interest earned on marketable securities held in the Trust Accountincome of $543,046, $2,389,246, offset by formation and operationaloperating costs of $285,533. $815,284.

For the year ended December 31, 2024,2025, cash used in operating activities was $326,033.$660,474. Net income of $257,513$1,573,962 was affected by formation and operationaloperating costs of $285,533,$815,284, interest earned on marketable securities held in the Trust Accountincome of $543,046.$2,389,246. Changes in operating assets and liabilities provided $40,500 $154,810 of cash from operating activities.

As of December 31, 2024,2025, we we had cash of $392,679$37,174 and marketable securities in the Trust Account of $58,330,546.$44,388,583. We intend to use substantially all of the net proceeds of the IPO, including the fundsinvestment held in the Trust Account (less taxes payable and deferred underwriting commissions), to complete our our initial business combination. We may withdraw interest to pay taxes. During the periodyear ended December 31, 2024,2025, we did not withdraw any any of interest income from the trust account to pay for income taxes. To the extent that our capital stock is used in whole or in part as as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

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 through January 15, 2026 (or July 15, 2026, if we extend the period of time to consummate a business combination as provided in our amended and restated certificate of incorporation), the scheduled liquidation date of the Company if it does not complete a business combination prior to such date. Management plans to complete a business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by JanuaryApril 15, 2026 (or, if extended, July 15, 2026). The accompanying audited 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.

The preparation of auditedconsolidated financial statements statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management 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 audited financial statements, and income and expenses during the periods reported. Actual results could materially materially differ from those estimates. As of December 31, 2024,2025, there were no critical accounting policies or estimates.

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

We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception to MarchJune 31,30, 2026 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. We will not generate any operating revenue until after the completion of our initial business combination, at the earliest. We have generated and will continue to generate non-operating income in the form of interest income on cash in bank and investments held in a trust account established for the benefit of our public shareholders (the “Trust Account”), from the proceeds derived from the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the threesix months ended MarchJune 31,30, 2026, we had a net income of $211,963,$296,620, which consisted of interest earned on investment held in the Trust Account of $380,783,$685,588, offset by formation and operational costs of $168,820.$388,968.

For the threesix months ended MarchJune 31,30, 2025, we had a net income of $453,867,$852,848, which consisted of interest earned on investment held in the Trust Account of $597,157,$1,205,604, offset by formation and operational costs of $143,290.$352,756.

As of MarchJune 31,30, 2026, we had $9,470$8,695 in our operating bank account and working capital deficit of approximately $850,925.$1,326,710.

As of MarchJune 31,30, 2026, we had cash of $9,470$8,695 and marketable securities in the Trust Account of $45,052,492.$18,370,925. We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest to pay taxes. During the period ended MarchJune 31,30, 2026, we did not withdraw any of interest income from the Trust Account to pay for income taxes. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of MarchJune 31,30, 2026, we had cash of $9,470$8,695 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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 MarchJune 31,30, 2026, there were no critical accounting policies or estimates.