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Cloopen CFO Yipeng Li reports 2.8M-share disposition

The merger canceled the underlying Class A shares for a right to US$0.4940 cash per share, subject to the Merger Agreement's terms.

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Form Type
4

Rhea-AI Filing Summary

Cloopen Group Holding Ltd (RAASY) became privately held after its merger, and Chief Financial Officer Yipeng Li reported the disposition to the issuer of 2,800,000 Class A ordinary shares held of record by Flawless Success Limited. Flawless Success acted as nominee for an employee trust holding shares for beneficiaries under Cloopen’s share incentive plans. The shares, held in the form of ADSs, were canceled in exchange for the right to receive US$0.4940 in cash per Class A ordinary share, without interest and subject to the Merger Agreement’s terms. Each ADS represented six Class A ordinary shares and carried a stated right to receive US$2.9641 in cash. The reported resulting position was zero shares.

Insider Li Yipeng
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Class A ordinary shares F1, F2, F3 2,800,000 -- --
Holdings After Transaction: Class A ordinary shares — 0 shares (Indirect, See Footnote)
Footnotes (3)
  1. F1. This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated May 12, 2026 (the "Merger Agreement"), by and among the Issuer, SpringX Holdings Limited ("Parent"), AutumnX Holdings Limited ("Holdco"), a wholly-owned subsidiary of Parent and SummerX Holdings Limited ("Merger Sub"), a wholly-owned subsidiary of Holdco. Pursuant to be Merger Agreement, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving company of the Merger as a wholly-owned subsidiary of Holdco. Upon completion of the Merger, the Issuer became a privately-held company.
  2. F2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Class A ordinary share, par value US$0.0001 per share, of the Issuer (each, a "Class A Ordinary Share") issued and outstanding immediately prior to the Effective Time, was cancelled and ceased to exist in exchange for the right to receive US$0.4940 in cash per Class A Ordinary Share, without interest, and each American depositary share, each representing six Class A Ordinary Shares (each, an "ADS"), together with the Class A Ordinary Shares represented by such ADS, was canceled in exchange for the right to receive US$2.9641 in cash per ADS, without interest, in each case subject to the terms and conditions of the Merger Agreement. The Class A Ordinary Shares reported in this row were held in the form of ADSs. See Footnote (3).
  3. F3. As previously reported on the Reporting Person's Form 3, the Reporting Person beneficially owned 2,800,000 Class A Ordinary Shares, held of record by Flawless Success Limited, which acts as a nominee for an employee trust holding shares for the benefit of grantees under the Issuer's share incentive plans. Such Class A Ordinary Shares were subsequently deposited with The Bank of New York Mellon in exchange for ADSs, which are held by Flawless Success Limited. Such deposit effected only a change in the form of beneficial ownership without changing the Reporting Person's pecuniary interest. Accordingly, the amounts reported herein are stated in terms of the underlying Class A Ordinary Shares rather than ADSs.
Class A ordinary shares disposed 2,800,000 shares Reported for October 28, 2026
Resulting position 0 shares Reported following the transaction
Cash right per Class A ordinary share US$0.4940 Merger consideration, without interest
Cash right per ADS US$2.9641 Merger consideration, without interest
Class A ordinary shares represented by each ADS 6 shares ADS ratio stated in the merger terms
American depositary shares financial
"each representing six Class A Ordinary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
nominee financial
"acts as a nominee for an employee trust"
pecuniary interest financial
"without changing the Reporting Person's pecuniary interest"
Effective Time technical
"at the effective time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

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

How many RAASY shares were disposed of in the merger?

Chief Financial Officer Yipeng Li reported the disposition to the issuer of 2,800,000 Class A ordinary shares held of record by Flawless Success Limited, nominee for an employee trust. The reported resulting position was zero shares.

What cash consideration applied to RAASY shares in the merger?

Each Class A ordinary share was canceled in exchange for the right to receive US$0.4940 in cash, without interest, subject to the Merger Agreement's terms. Each ADS, representing six Class A ordinary shares, carried a stated right to receive US$2.9641 in cash.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Li Yipeng

(Last)(First)(Middle)
16/F, TOWER A, FAIRMONT TOWER,
33 GUANGSHUN NORTH MAIN ST, CHAOYANG

(Street)
BEIJING100102

(City)(State)(Zip)

CHINA

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cloopen Group Holding Ltd [ RAASY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A ordinary shares10/28/2026D2,800,000D(1)(2)0ISee Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated May 12, 2026 (the "Merger Agreement"), by and among the Issuer, SpringX Holdings Limited ("Parent"), AutumnX Holdings Limited ("Holdco"), a wholly-owned subsidiary of Parent and SummerX Holdings Limited ("Merger Sub"), a wholly-owned subsidiary of Holdco. Pursuant to be Merger Agreement, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving company of the Merger as a wholly-owned subsidiary of Holdco. Upon completion of the Merger, the Issuer became a privately-held company.
2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Class A ordinary share, par value US$0.0001 per share, of the Issuer (each, a "Class A Ordinary Share") issued and outstanding immediately prior to the Effective Time, was cancelled and ceased to exist in exchange for the right to receive US$0.4940 in cash per Class A Ordinary Share, without interest, and each American depositary share, each representing six Class A Ordinary Shares (each, an "ADS"), together with the Class A Ordinary Shares represented by such ADS, was canceled in exchange for the right to receive US$2.9641 in cash per ADS, without interest, in each case subject to the terms and conditions of the Merger Agreement. The Class A Ordinary Shares reported in this row were held in the form of ADSs. See Footnote (3).
3. As previously reported on the Reporting Person's Form 3, the Reporting Person beneficially owned 2,800,000 Class A Ordinary Shares, held of record by Flawless Success Limited, which acts as a nominee for an employee trust holding shares for the benefit of grantees under the Issuer's share incentive plans. Such Class A Ordinary Shares were subsequently deposited with The Bank of New York Mellon in exchange for ADSs, which are held by Flawless Success Limited. Such deposit effected only a change in the form of beneficial ownership without changing the Reporting Person's pecuniary interest. Accordingly, the amounts reported herein are stated in terms of the underlying Class A Ordinary Shares rather than ADSs.
/s/ Yipeng Li10/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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