Rising Dragon Acquisition has mutually ended its planned business combination with HZJL Cayman, a deal first agreed in January 2025. The termination took effect at 11:59 p.m. Eastern time on October 30, 2026, and the company says it will continue looking for another business combination target.
The end of the agreement also unwinds related commitments, while leaving certain promissory notes in place under revised repayment terms.
Key details
- The merger agreement is over. Rising Dragon, its acquisition subsidiaries, HZJL, HZJL’s principal shareholder and the shareholder’s representative agreed to terminate the deal. The boards of Rising Dragon and HZJL approved the termination.
- No termination fee is payable. The agreement does not require any party to pay a fee for ending the transaction.
- Shareholder support agreements have ended. Agreements signed by certain HZJL shareholders to support the proposed combination terminated on October 30.
- Some planned deal-related agreements were never signed. The lock-up and registration-rights agreements intended for the transaction’s closing were not executed, and no party is required to sign them now. Other ancillary agreements that had been signed are terminated, with exceptions for certain confidentiality, non-solicitation and non-compete agreements between HZJL or its subsidiaries and key personnel.
- Promissory notes remain outstanding, but repayment is tied to a future deal. Unsecured notes issued by Rising Dragon to SZG Limited and Aurora Beacon LLC survive the termination. Notes issued to SZG between January 14 and October 15, 2026, had an aggregate principal amount of $455,919.41; the total outstanding balance across the notes is not specified here.
- The notes are not payable before a new combination closes. Each note’s outstanding principal is due only on the closing date of Rising Dragon’s next business combination. The notes will be cancelled in full if the company does not complete a subsequent combination, or if a proposed combination fails to close for reasons not attributable to Rising Dragon. Other note terms remain unchanged.
- HZJL’s parties retain no claim to the trust account. HZJL, its principal shareholder and the shareholder’s representative reaffirmed their waiver of any interest in the money held in Rising Dragon’s trust account.
- Releases have limits. The parties agreed to mutual releases, subject to exceptions including claims involving intentional fraud, willful misconduct or a willful breach of the prior agreement. The releases do not apply to the promissory notes.
Plain-English implications
Rising Dragon’s proposed combination with HZJL will not proceed, and the company is returning to the search for a target. The notes create a potential payment obligation if a future combination closes, but they are not due beforehand and are set to be cancelled in the circumstances described above.