Cloopen Group Holding Limited Announces Completion of Going Private Transaction

ADS holders receive cash less applicable fees, while trades made after merger completion may subsequently be invalidated.

Rhea-AI Summary

Cloopen Group Holding (RAASY) completed its going-private merger with SummerX Holdings, becoming a wholly-owned subsidiary of AutumnX Holdings. AutumnX is wholly owned by SpringX Holdings. Each outstanding American Depositary Share (ADS), representing six Class A shares, was cancelled for the right to receive US$2.9641 in cash, without interest and less applicable fees and expenses. Eligible ordinary shares were cancelled for US$0.4940 each in cash, without interest; excluded shares and dissenting shares receive different treatment.

Cloopen will cease to be publicly traded. It expects OTC quotation to be suspended shortly after the merger became effective and warns that post-completion trades may be invalid. The company intends to file Form 15 to deregister its securities; specified SEC reporting obligations will be suspended upon filing and cease when deregistration becomes effective.

2 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted merger gives ADS holders US$2.9641 cash per ADS, without interest, before applicable fees and expenses.
• Minor pointEligible ordinary shares receive US$0.4940 cash each, without interest, excluding ADS-represented, excluded and dissenting shares.

Negative

• Minor pointADS fees, charges and expenses reduce holders' cash payments.
• Minor point. Forward-looking: it has not happened yet and may not happen.Post-completion trades may be invalid; trading-symbol removal may take several trading days after merger completion.
• Minor pointExcluded shares were cancelled without consideration or distribution.
• Minor pointSome share-based incentives were cancelled without payment under the merger terms.

News Explained

Cash payment follows specified processing steps: registered shareholders entitled to payment must wait for a transmittal letter and submit the required documents; ADS holders are paid as soon as practicable after the depositary receives the funds.

Key Figures

Cash consideration per ADS: US$2.9641 per ADS Cash consideration per Share: US$0.4940 per Share

Cash consideration per ADS

US$2.9641 per ADS

Merger consideration, before applicable fees, charges and expenses

Cash consideration per Share

US$0.4940 per Share

Merger consideration for eligible Shares

Key Terms

american depositary share, form 15, form 20-f, form 6-k

4 terms

american depositary share financial

"each American Depositary Share of the Company"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

form 15 regulatory

"by filing a Form 15 with the Securities and Exchange Commission"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

form 20-f regulatory

"including Form 20-F and Form 6-K"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

form 6-k regulatory

"including Form 20-F and Form 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BEIJING, Oct. 28, 2026 /PRNewswire/ -- Cloopen Group Holding Limited (OTC: RAASY) ("Cloopen" or the "Company"), a leading multi-capability cloud-based communications solution provider in China, today announced the completion of its merger (the "Merger") with SummerX Holdings Limited ("Merger Sub"), a wholly-owned subsidiary of AutumnX Holdings Limited ("HoldCo"), which is in turn a wholly-owned subsidiary of SpringX Holdings Limited ("Parent"), pursuant to the previously announced agreement and plan of merger, dated as of May 12, 2026 (the "Merger Agreement"), among the Company, Parent, HoldCo and Merger Sub. As a result of the Merger, the Company has become a wholly-owned subsidiary of HoldCo and will cease to be a publicly traded company.

Pursuant to the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on September 24, 2026, at the effective time of the Merger (the "Effective Time"), each American Depositary Share of the Company (each, an "ADS"), representing six (6) class A ordinary shares of the Company, par value US$0.0001 each (the "Class A Shares," together with class B ordinary shares of the Company, collectively, the "Shares"), issued and outstanding immediately prior to the Effective Time, together with the Class A Shares represented by such ADSs, has been cancelled and ceased to exist in exchange for the right to receive US$2.9641 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders), and each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Dissenting Shares (as defined in the Merger Agreement) and Class A Shares represented by ADSs, has been cancelled and ceased to exist in exchange for the right to receive US$0.4940 in cash per Share without interest. Pursuant to the terms of the Merger Agreement, share-based incentives held by current or former officers, directors, employees and consultants of the Company have also been cancelled and cashed out, or will be replaced by an award comprised of other rights or property to the extent permitted by applicable law as may be reasonably determined by both HoldCo and the Company, or have been cancelled without payment, as applicable.

Pursuant to the terms of the Merger Agreement, the Excluded Shares have been cancelled without payment of any consideration or distribution therefor and the Dissenting Shares have been cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the Companies Act (As Revised) of the Cayman Islands.

Registered shareholders immediately prior to the Effective Time who are entitled to the Merger Consideration (as defined in the Merger Agreement) will receive a letter of transmittal and instructions on how to surrender their Shares in exchange for the Merger Consideration and should wait to receive the letter of transmittal before surrendering their Shares. Payment of the Merger Consideration will be made to holders of Shares (other than Excluded Shares, Dissenting Shares and Class A Shares represented by ADSs) in respect of each such Share held thereby upon surrender of applicable Shares and delivery of the letter of transmittal and any other document required by such letter of transmittal to be delivered in connection therewith. Payment of the Merger Consideration (after deduction of the fees, charges, deductions and expenses provided for under the Deposit Agreement, dated as of February 8, 2021, among the Company, the ADS depositary and the owners and holders of ADSs issued thereunder) will be made to holders of ADSs in respect of each ADS held thereby as soon as practicable after The Bank of New York Mellon, the ADS depositary (the "ADS Depositary"), receives the aggregate Merger Consideration payable to holders of ADSs from the paying agent.

The Financial Industry Regulatory Authority ("FINRA") was notified about the Merger prior to its effectiveness and is expected to remove the Company's trading symbols on or after the date hereof and it is expected that the listing for quotation of the ADSs representing the Company's Class A Shares on the OTC Market (the "OTC") will be suspended shortly after the Effective Time. As removal of Company's trading symbols from the OTC may not be completed until several trading days after the consummation of the Merger, any trades effected following the consummation of the Merger may not be valid. The Company is providing this information to help prevent trades from being effected that may subsequently be invalidated. The Company will not be responsible for any losses that may be incurred as a result of trades that occur from and after the completion of the Merger. The Company intends to deregister its registered securities and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange Commission (the "SEC"). The Company's obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

Kroll, LLC (operating through its Duff & Phelps Opinions Practice) is serving as financial advisor to the Special Committee.

Hogan Lovells Cadwalader is serving as U.S. legal counsel to the Special Committee, Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee, and Baker McKenzie LLP is serving as U.S. legal counsel to the Company.

Han Kun Law Offices is serving as legal counsel to the Buyer Group, King & Wood is serving as legal counsel to the founder and Cloopen Co., Ltd., Skadden, Arps, Slate, Meagher & Flom is serving as U.S. and Hong Kong legal counsel to Dmall Inc., and Harney Westwood & Riegels is serving as Cayman Islands legal counsel to the Buyer Group.

About Cloopen Group Holding Limited

Cloopen Group Holding Limited is a leading multi-capability cloud-based communications solution provider in China offering a full suite of cloud-based communications solutions, covering communications platform as a service (CPaaS), cloud-based contact centers (cloud-based CC), and cloud-based unified communications and collaborations (cloud-based UC&C). Cloopen's mission is to enhance the daily communication experience and operational productivity for enterprises. Cloopen aspires to drive the transformation of enterprise communications industry by offering innovative marketing and operational tactics and SaaS-based tools.

For more information, please visit https://ir.yuntongxun.com. 

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "predicts," "intends," "trends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Cloopen may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Cloopen's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these and other risks is included in Cloopen's filings with the SEC. All information provided in this announcement is as of the date of this press release, and Cloopen does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

Cloopen Group Holding Limited

Investor Relations
Email: ir@yuntongxun.com 

View original content:https://www.prnewswire.com/news-releases/cloopen-group-holding-limited-announces-completion-of-going-private-transaction-302922371.html

SOURCE Cloopen Group Holding Limited

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will Cloopen ADS and ordinary shareholders receive in the going-private merger?

Each Cloopen ADS receives US$2.9641 in cash, without interest and less applicable fees, charges and expenses; each eligible ordinary share receives US$0.4940, without interest. The ordinary-share payment excludes shares represented by ADSs, excluded shares and dissenting shares.

What must Cloopen shareholders do to receive their merger payment?

Eligible registered shareholders should wait for the letter of transmittal before surrendering their shares. Payment requires surrender of the applicable shares, delivery of that letter and any other documents it requires. ADS holders will be paid as soon as practicable after The Bank of New York Mellon receives their aggregate merger consideration from the paying agent, after applicable deductions.

What happens to dissenting shares in the Cloopen going-private merger?

Dissenting shares were cancelled, and their former holders are entitled to receive fair value determined under Section 238 of the Companies Act (As Revised) of the Cayman Islands. They do not receive the ordinary merger cash consideration.

What happens to Cloopen employee and director share-based incentives after the merger?

Share-based incentives have been cancelled and cashed out, will be replaced with other rights or property, or were cancelled without payment, as applicable. Replacement awards are subject to applicable law and reasonable determination by both AutumnX Holdings and Cloopen. These arrangements cover incentives held by current or former officers, directors, employees and consultants.