HZJL Announces Merger Agreement with Rising Dragon Acquisition
Deal News | Jan 27, 2025 | Globenewswire
HZJL Cayman Limited, a provider of branding, software, and supply chain services, has entered into a merger agreement with Rising Dragon Acquisition Corporation (RDAC), a special purpose acquisition company. Upon completion of the merger, RDAC will reincorporate into Xpand Boom Technology, which will merge with HZJL, making HZJL a wholly owned subsidiary. Post-transaction, the combined entity will continue trading on Nasdaq under a new symbol. Key terms involve HZJL shareholders receiving 35 million shares of Xpand Boom Technology and the possibility of 20 million additional shares, dependent on post-merger revenue targets. Both merging companies have unanimously approved the transaction, which remains subject to regulatory and shareholder approvals. Legal and financial advisors for the deal include Loeb & Loeb LLP for RDAC, and Han Kun Law Offices for HZJL. The transaction aims to leverage HZJL's strengths in enhancing business operations via social media and supply chain services, with RDAC's CEO expressing enthusiasm for HZJL's management and vision.
Sectors
- Technology
- Financial Services
- Consumer Services
Geography
- Cayman Islands – Both HZJL and the entities involved in the merger (Xpand Boom Technology) are incorporated in the Cayman Islands.
- United States – The SEC role and Nasdaq listing imply significant involvement in the U.S. financial market.
- China – HZJL is based in Hangzhou, China, indicating its operational focus in this region.
Industry
- Technology – HZJL provides technology-driven solutions such as software applications and online branding services.
- Financial Services – Rising Dragon Acquisition Corporation is a special purpose acquisition company involved in facilitating the merger.
- Consumer Services – HZJL focuses on empowering businesses in the local lifestyle services sector, like restaurants and beauty salons.
Financials
- 35 million ordinary shares – Initial equity offered to HZJL shareholders as part of the merger.
- 20 million ordinary shares – Additional earn-out consideration subject to meeting revenue targets post-merger.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| HZJL Cayman Limited | Target Company | Company | A comprehensive solutions provider for local businesses offering branding, software, and supply chain services. |
| Rising Dragon Acquisition Corporation | Acquiring Company | Company | A special purpose acquisition company facilitating the merger with HZJL. |
| Xpand Boom Technology Inc. | Merging Entity | Company | A subsidiary of RDAC that will reincorporate to facilitate the merger. |
| Loeb & Loeb LLP | Legal Advisor | Company | Legal counsel for RDAC in the merger. |
| Han Kun Law Offices | Legal Advisor | Company | Legal counsel for HZJL in the merger. |
| Chain Stone Capital Limited (CTM) | Financial Advisor | Company | Provided financial advice to HZJL for the transaction. |
| Xiong Bin | Founder, HZJL | Person | Founder of HZJL, involved in the strategic direction of the company. |
| Xing Lulu | CEO, RDAC | Person | Chief Executive Officer of Rising Dragon Acquisition Corporation. |