SecProbe.io

CORRESP
1
filename1.htm

RISING DRAGON ACQUISITION
CORP.

NO. 604, YIXING ROAD, WANBOLIN DISTRICT

TAIYUAN CITY, SHANXI PROVINCE,

PEOPLE’S REPUBLIC OF CHINA

Via Edgar

July 10, 2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Ronald (Ron) E. Alper and Brigitte
Lippmann

Re: Rising Dragon Acquisition
Corp. (the “Company”)

Registration Statement
on Form S-1

Filed June 7, 2024

File No. 333-280026

Dear Mr. Alper and Ms. Lippmann:

We hereby provide a response
to the comments issued in a letter dated July 1, 2024 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing the revised Registration Statement
via Edgar (the “Amended S-1”).

For ease of reference, each
comment contained in the Staff’s Letter is reproduced below and is followed by the Company’s response. All page references
in the responses set forth below refer to the page numbers in the Amended S-1.

Registration Statement on Form S-1 filed
June 7, 2024

Cover Page

    1.
    Please disclose on the prospectus cover page where Adeptus Partners, LLC is headquartered.

Response: We respectfully advise the
Staff that we have revised the disclosure on the cover page and page 49 of the Amended S-1 in response to the Staff’s comment.

Summary, page 1

    2.
    Please disclose the price paid for the founder shares.

Response: We respectfully advise the
Staff that we have revised the disclosure on page 1 of the Amended S-1 in response to the Staff’s comment.

Summary of Risk Factors, page 24

    3.
    For each risk factor, provide cross-references to the more detailed discussion of these risks in the prospectus.

Response: We respectfully advise the
Staff that we have revised the disclosure on pages 24-30 of the Amended S-1 in response to the Staff’s comment.

Permitted purchases of our securities by
our affiliates, page 108

    4.

    We note your disclosure stating that, in
    the event your initial shareholders, directors, officers or their affiliates were to purchase shares from public shareholders, such
    purchases would be structured in compliance with the tender offer rules, including a representation that any of your securities
    purchased by your initial shareholders, directors, officers or their affiliates would not be voted in favor of approving the
    business combination transaction. Please reconcile with the statement on page 12 that your “initial shareholders have agreed,
    pursuant to written letter agreements with us (A) to vote their founder shares (as well as any public shares acquired in or after
    this offering) in favor of any proposed business combination.” Refer to Tender Offer Rules and Schedules, Compliance and
    Disclosure Interpretation 166.01 for guidance.

Response: We respectfully advise
the Staff that we have revised the disclosure on pages 12, 16 and 111 of the Amended S-1 in response to the Staff’s
comment.

General

    5.

    The Sample Letters to China-Based Companies
    sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or
    may exert control over operations of your business, which could result in a material change in your operations and/or the value of the
    securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including
    the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities
    Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
    of a person, whether through the ownership of voting securities, by contract, or otherwise.” We do not believe that the disclosure
    identified below is consistent with the concerns relating to the above risks described in the Sample Letters.

    ● Replace “potential oversight”
    on the cover page and page 54 with “significant oversight;”

    ● Replace “[t]hose laws and regulations
    and their interpretation and application may also change from time to time” on pages 42 and 76 with “those laws and regulations
    and their interpretation and application may also change quickly with little advance notice;” and

    ● Delete the language “in extreme
    cases” that appears on the cover page and pages 4

    and 93.

Response: We respectfully advise
the Staff that we have revised the disclosure on the cover page and pages 4, 45, 57, 79 and 96 of the Amended S-1 in response to the
Staff’s comment.

Should you have any questions relating to the foregoing or wish to
discuss any aspect of the Company’s filing, please contact our legal counsel David J. Levine, Esq. at 212.407.4923 or Vivien Bai,
Esq. at 212.407.4933. Thank you for your time and attention to this filing.

Sincerely,

    /s/ Lulu Xing

    Lulu Xing

    Chairman and Chief Executive
Officer

  cc:
  David J. Levine, Esq.

  Vivien Bai, Esq.