Cloopen merger cancels CEO firm's 25.6M shares

The merger left Cloopen privately held as a wholly owned subsidiary of Holdco, with both reported issuer-share positions reduced to zero.

Available on EDGAR 10/29/2026 - 06:33 AM EDT Accepted by SEC EDGAR 10/29/2026 - 06:32 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Changxun Sun reported disposition transactions in this Form 4 filing. Cloopen Group Holding Ltd.'s merger-related transactions canceled 2,000,000 Class A ordinary shares held by Flawless Success Limited and 25,649,839 Class B ordinary shares held by Cloopen Co., Ltd. on October 28, 2026. Each share was exchanged for one newly issued ordinary share of Holdco. Flawless acted as nominee for an employee trust holding shares for plan grantees; Cloopen Co., Ltd. is wholly owned by CEO Changxun Sun. Both reported issuer-share positions were zero after the transactions, and Cloopen became a privately held, wholly owned subsidiary of Holdco.

Insider Trade Summary

Disposition: 27,649,839 shares

Disposition 2 txns

Insider Sun Changxun

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Class A ordinary shares F1, F2, F3	2,000,000	--	--
Disposition	Class B ordinary shares F1, F4, F5	25,649,839	--	--

Holdings After Transaction: Class A ordinary shares — 0 shares (Indirect, See Footnote); Class B ordinary shares — 0 shares (Indirect, See Footnote)

Footnotes (5)

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. In connection with the Merger, Flawless Success Limited entered into a support agreement, dated as of May 12, 2026 (the "Support Agreement"), pursuant to which, among other things, at the effective time of the Merger (the "Effective Time"), each of these class A ordinary shares, with par value of US$0.0001 each, of the Issuer (each a "Class A Ordinary Share" and collectively, the "Class A Ordinary Shares"), reported in this row and beneficially owned by Mr. Sun Changxun was cancelled in exchange for one ordinary share newly issued by HoldCo.
3. F3. These Class A Ordinary Shares are held 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.
4. F4. Pursuant to the Support Agreement, at the Effective Time, each of these Class B ordinary shares, with par value of US$0.0001 each, of the Issuer (each a "Class B Ordinary Share" and collectively, the "Class B Ordinary Shares"), reported in this row and beneficially owned by Mr. Sun Changxun was cancelled in exchange for one ordinary share newly issued by HoldCo.
5. F5. These Class B Ordinary Shares are held by Cloopen Co., Ltd, a company wholly-owned by Mr. Sun Changxun.

Key Figures

Class A ordinary shares canceled: 2,000,000 shares Class B ordinary shares canceled: 25,649,839 shares Reported Class A position after transaction: 0 shares +1 more

4 metrics

Class A ordinary shares canceled 2,000,000 shares Merger-related transaction on October 28, 2026

Class B ordinary shares canceled 25,649,839 shares Merger-related transaction on October 28, 2026

Reported Class A position after transaction 0 shares Following the October 28, 2026, transaction

Reported Class B position after transaction 0 shares Following the October 28, 2026, transaction

Key Terms

Effective Time, Support Agreement, nominee, wholly-owned subsidiary

4 terms

Effective Time technical

"at the effective time of the Merger (the "Effective Time")"

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.

Support Agreement technical

"entered into a support agreement, dated as of May 12, 2026"

A support agreement is a written commitment in which one or more parties promise to take specific actions—such as lending money, voting a certain way, or providing other help—to back a corporate deal, restructuring or financing. For investors it matters because these promises raise the chances a plan will succeed and reduce uncertainty about who will pay or vote for what; think of it like neighbors formally agreeing to chip in and carry out a shared repair so everyone knows it will get done.

nominee financial

"acts as a nominee for an employee trust"

wholly-owned subsidiary technical

"as a wholly-owned subsidiary of Holdco"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

FAQ

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

How many RAASY Class A ordinary shares were canceled?

On October 28, 2026, 2,000,000 Class A ordinary shares held by Flawless Success Limited were canceled, each exchanged for one newly issued ordinary share of Holdco. Flawless acted as nominee for an employee trust holding shares for grantees under Cloopen's share incentive plans.

How many RAASY Class B ordinary shares were canceled?

On October 28, 2026, 25,649,839 Class B ordinary shares held by Cloopen Co., Ltd. were canceled, each exchanged for one newly issued ordinary share of Holdco. Cloopen Co., Ltd. is wholly owned by CEO Changxun Sun.

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

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SEC Form 4

FORM 4

UNITED 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^*

Sun Changxun

(Last) (First) (Middle)

16/F, TOWER A, FAIRMONT TOWER,

33 GUANGSHUN NORTH MAIN ST, CHAOYANG

(Street)

BEIJING 100102

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	10/28/2026		D		2,000,000	D	(1)(2)	0	I	See Footnote(3)
Class B ordinary shares	10/28/2026		D		25,649,839	D	(1)(4)	0	I	See Footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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. In connection with the Merger, Flawless Success Limited entered into a support agreement, dated as of May 12, 2026 (the "Support Agreement"), pursuant to which, among other things, at the effective time of the Merger (the "Effective Time"), each of these class A ordinary shares, with par value of US$0.0001 each, of the Issuer (each a "Class A Ordinary Share" and collectively, the "Class A Ordinary Shares"), reported in this row and beneficially owned by Mr. Sun Changxun was cancelled in exchange for one ordinary share newly issued by HoldCo.

3. These Class A Ordinary Shares are held 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.

4. Pursuant to the Support Agreement, at the Effective Time, each of these Class B ordinary shares, with par value of US$0.0001 each, of the Issuer (each a "Class B Ordinary Share" and collectively, the "Class B Ordinary Shares"), reported in this row and beneficially owned by Mr. Sun Changxun was cancelled in exchange for one ordinary share newly issued by HoldCo.

5. These Class B Ordinary Shares are held by Cloopen Co., Ltd, a company wholly-owned by Mr. Sun Changxun.

	/s/ Changxun Sun	10/29/2026
	** Signature of Reporting Person	Date
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)