Rising Dragon Acquisition Corp.
PROPOSED BUSINESS COMBINATION: HZJL Cayman Limited
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Rising Dragon Acquisition Corp. entered into a business combination agreement with HZJL Cayman Limited
- HZJL is a dynamic solution provider dedicated to empowering local lifestyle businesses such as restaurants, coffee shops, beauty salons, convenience stores, and massage centers, through innovative online social branding, software application, and supply chain services.
- HZJL’s core service offering is its online branding service, which leverages the power of social media to promote compelling success stories for both businesses and their founders. This service helps businesses build strong, authentic identities that resonate with their target audience, and enhance brand visibility and customer loyalty. In addition, HZJL offers a sophisticated online application designed to streamline operations and optimize customer relationship management. HZJL also provides comprehensive supply chain solutions, with a special focus on supporting local restaurants.
TRANSACTION
- At the effective time of the Transaction, HZJL’s shareholders and management will receive 35 million ordinary shares of the combined company.
- The Board of Directors of both Rising Dragon and HZJL have unanimously approved the Business Combination Agreement.
- At the closing of the transaction, HZJL will be listed on Nasdaq in the United States.
SPAC FUNDING
- No additional funding specified at this time.
EARNOUT
- Company:
- The company shareholders may receive up to 20,000,000 shares, if they achieve any of the following revenue thresholds:
- 50% of the earnout shares will be released if the revenue equals or exceeds RMB300,000,000 for the fiscal year containing the Closing Date (the “First Record Year”)
- 50% of the earnout shares will be released if the revenue equals or exceeds RMB600,000,000 for the fiscal year following the First Record Year (the “Second Record Year”)
- The company shareholders may receive up to 20,000,000 shares, if they achieve any of the following revenue thresholds:
LOCK-UP
- Company Lock-Up:
- The Lock-up shares shall be released six months after the Closing Date.
- Sponsor Lock-Up:
- The Lock-up shares shall be released six months after the Closing Date or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing.
NOTABLE CONDITIONS TO CLOSING
- Rising Dragon and HZJL shareholder approvals
- There is no minimum cash condition
NOTABLE CONDITIONS TO TERMINATION
- The SPAC may terminate the merger agreement, if the Company fails to deliver Audited Financial Statements by March 31, 2025 or fails to deliver the Interim U.S. GAAP Financial Statements by June 30, 2025.
ADVISORS
- Company Advisors:
- Han Kun Law Offices, Han Kun Law Offices LLP, and Harney Westwood & Riegels serve as legal counsel to HZJL.
- Chain Stone Capital Limited (CTM) serves as the financial advisor to HZJL.
- SPAC Advisors:
- Loeb & Loeb LLP, Joint-Win Partners, and Maples and Calder (Hong Kong) LLP serve as legal counsel to RDAC.
MANAGEMENT & BOARD
Executive Officers
Lulu Xing, 32
Chief Executive Officer and Chairman
Lulu Xing has served as our Chief Executive Officer and Chairman of the Board since March 2024. Mr. Xing is a citizen and resident of China. Since October 2019, Mr. Xing has served as the chairman of Shanxi Qianmeng Construction Engineering Co., a construction company, where he presides over the management of the company. Since October 2019, Mr. Xing has also served as the chairman of and Shanxi Qianmeng Electromechanical Intelligent Engineering Co., a mechatronic engineering company. From June 2018 to September 2019, Mr. Xing served as a general manager at Shanxi Weiye Technology Development Co., a mechanical equipment company. From October 2015 to June 2018, Mr. Xing was an assistant to the general manager at Beijing Tianyuan Xingye Technology Development Co., an electronic device company. Mr. Xing received his bachelor’s degree in electrical engineering and automation from Shanghai Institute of Technology, China in June 2015. He is also an MBA candidate at ASCENCIA Business School, College de Paris.
Wenyi Shen, 36
Chief Financial Officer
Mr. Shen is a citizen and resident of China. Mr. Shen has over ten years of experience in investment banking, audit and private equity investments. Since September 2023, Mr. Shen has served as the financial controller at Shanghai Yemei Info Technology Limited, where he is in charge of financial and compliance risk management. Mr. Shen served as the chief financial officer of Hainan Manaslu Acquisition Corp. (“HMAC”), a special acquisition purpose company (NASDAQ: HMAC), from November 2021 to August 2023. In connection with the consummation of the business combination with Able View, Mr. Shen resigned as the Chief Financial Officer of HMAC effective as of August 17, 2023. During his career, he provided audit services from IPO stage to several large-scale Chinese companies traded on Hong Kong and mainland China stock markets, including Agricultural Bank of China and Haitong Securities Co, Ltd. and focused on several industries including consumer, entertainment, education, and Internet. From May 2018 to August 2021, Mr. Shen served as Vice President for CITIC Culture Capital Management Co., Ltd., an investment company where he was responsible for growth range private equity investments. Mr. Shen served as Vice President for TFTR Investment Co., Ltd., an investment company, from February 2016 to April 2018, where he was responsible for growth range private equity investments. Mr. Shen co-founded Shanghai Yuexing Information Technology Co., Ltd., a start-up mobile travel agent company, where he served as a Chief Strategy Officer from February 2015 to January 2016 and was responsible for the company’s strategy, product development, market operation and capital funding. From June 2013 to February 2015, Mr. Shen was an Associate at E.J. McKay Co., Ltd., a boutique investment banking firm focusing on cross-border mergers and acquisitions between China and the United States, where he participated in cross-border mergers and acquisitions and related investment banking activities. From July 2010 to May 2013, Mr. Shen was a Senior Auditor at Deloitte Touche Tohmastu CPA Ltd., an accounting firm, where he participated in the audit of large financial institutions.
Board of Directors
Kei Tung Yeung, 53
Director
Mr. Yeung is a citizen and a resident of Hong Kong. Mr. Yeung is an experienced investor and co-founder of several companies in Greater China, including BELLARTE Sportstech (HK) Ltd. and Snow 51, and has been engaged in venture capital investment in the media and culture, winter sports and new energy industries for more than 20 years. Since October 2023, Mr. Yeung has served as General Manager & Co-Founder of QCSPAC Consultant Co. Ltd., looking for potential investment opportunities in the areas of AI, technology and new energy. Since July 2023, Mr. Yeung has served as the Co-CEO & Co-Founder of BELLARTE Sportstech (HK) Ltd., a sports-tech company in Hong Kong and China which focuses on winter sport trading and sport management company investment. From November 2021 to March 2024, Mr. Yeung worked as Business Lead Partner of WPP Group/Wunderman Thompson, a media and communication company. From May 2017 to May 2021, Mr. Yeung served as an independent director of Snow 51, a company that specializes in ski training. From January 2010 to February 2023, Mr. Yeung was the founder and CEO of C&S Communication, a media and cultural investment company. From 1997 to 1999, Mr. Yeung worked at Hong Kong Standard Chartered Bank as a finance consultant to assist client with wealth management and investment.
Kun-Lin Liu, 61
Independent Director Nominee
Mr. Liu is a citizen and a resident of Taiwan. Mr. Liu is an experienced venture capitalist in Greater China and has been engaged in venture capital investment for more than 20 years. Mr. Liu served as an independent director of HMAC from August 2022 to August 2023. In connection with the consummation of the business combination with Able View, Mr. Liu resigned as the independent director of HMAC effective as of August 17, 2023. From June 2021 to June 2024, Mr. Liu served as an independent director of Dee Van Enterprise, a publicly held company in Taiwan that specializes in power adapters; and since June 2022, has served as an independent director of 3S Silicon Tech Inc., a publicly held company in Taiwan that specializes in power device assembly equipment. Mr. Liu served as a Partner of Capital First Partners, a venture capital company from July 2019 to December 2021, where he focused on deal sourcing in Taiwan. Prior to that, he served as the Chief Strategy Officer of Shanghai Vargo Technology Co., Ltd., a smart phone company, from December 2013 to January 2017, where he set up supply chain networks. Mr. Liu was a former partner of Fortune International Partners, a venture capital company in Greater China, from May 2006 to May 2010, where he was responsible for investment in mainland China. Mr. Liu has also been an Industry Consultant for Taiwan Venture Capital Association and Angel Association since April 2010. He was an investor of Lakala Payment Co., Ltd., a third-party payment company, in 2007 and served as a director in the board of Lakala from 2007 to 2010. His most successful investment is Transmedia Communications Inc., a multimedia equipment maker which was acquired by Cisco Systems, Inc. in 1999.
Robert Wilson Garner, 47
Independent Director Nominee
Mr. Garner is a citizen and a resident of the US. Mr. Garner has over 20 years of experience sourcing, negotiating, and managing international business opportunities in corporate and startup environments. Since January 2020, Mr. Garner has been a strategic partner and a US immigration lawyer at Latitude Consultancy Limited, an immigration firm for high-net-worth individuals seeking second residency and citizenship. From 2016 to 2019, Mr. Garner was a founder and the director of operations at Lucky Dawgs Brewing Company, a brewery in Hong Kong. From 2015 to 2016, Mr. Garner served as public and investor relations head of Latipay NZ, a Chinese cross-border payment platform and app in New Zealand and Australia. Since 2013, he has been a senior advisor at Vulpes Investment Management, a privately-owned investment management firm. From 2016 to 2020, he was the principal and founder at Garner Law Group, a boutique immigration law firm. Mr. Garner received a bachelor’s degree in finance from University of Georgia in June 1999 graduating Magna Cum Laude, his JD degree from William S. Boyd School of Law, the University of Nevada, Las Vegas in 2003, and his MBA degree from University of Florida in 2022 graduating Cum Laude. Mr. Garner is a member of the Florida bar. We believe Mr. Garner is well qualified to serve as our independent director due to his extensive experience negotiating and managing international business opportunities in corporate and startup environments and his expertise in business development, international expansions, investor relations, strategic partnerships, and contract negotiations.
Chengming Dou, 43
Independent Director Nominee
Mr. Dou is a citizen and resident of China. Mr. Dou has many years of experience in corporate governance and financial accounting. Since October 2023, Mr. Dou has worked as a financial adviser at Zhejiang Qixing Electronics Corp., Ltd., a manufacturer of industrial capacitors. From July 2022 to October 2023, he served as the chief financial officer and vice president at Zhejiang Qixing Electronics Corp., Ltd. From January 2020 to June 2022, and since October 2023, Mr. Dou has worked as the chief executive officer and general manager at Shanghai Saijian Enterprise Management Co., Ltd., a financial advisory service provider. From 2016 to 2019, Mr. Dou worked as an auditor at Deloitte Touche Tohmastu CPA Ltd.
