Cloopen merger cancels 2,372 depositary shares

Each American depositary share represented six class A ordinary shares of Cloopen.

Available on EDGAR 10/29/2026 - 06:46 AM EDT Accepted by SEC EDGAR 10/29/2026 - 06:45 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cloopen Group Holding Ltd (RAASY) director Jutao Zhao reported disposing of 2,372 American depositary shares to the issuer on October 28, 2026, under the merger; his reported direct holdings afterward were zero. At the merger’s effective time, each ADS was canceled for the right to receive US$2.9641 in cash per ADS, without interest and subject to the merger agreement. Cloopen became privately held and a wholly owned subsidiary of Holdco upon completion.

Insider Trade Summary

Disposition: 2,372 shares

Disposition 1 txn

Insider Zhao Jutao

Role Director

Type	Security	Shares	Price	Value
Disposition	American depositary shares F1, F2	2,372	--	--

Holdings After Transaction: American depositary shares — 0 shares (Direct)

Footnotes (2)

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. At the effective time of the Merger (the "Effective Time"), each American depositary share ("ADS") reported in this row of this Form 4 (each ADS represents six class A ordinary shares of the Issuer) was cancelled and ceased to exist in exchange for the right to receive US$2.9641 in cash per ADS without interest, subject to the terms and conditions of the Merger Agreement.

Key Figures

American depositary shares disposed: 2,372 shares Direct holdings after transaction: 0 shares Merger cash consideration right: US$2.9641 per ADS +1 more

4 metrics

American depositary shares disposed 2,372 shares Reported on October 28, 2026

Direct holdings after transaction 0 shares Reported resulting position

Merger cash consideration right US$2.9641 per ADS Right to receive at the merger’s effective time, without interest and subject to the merger agreement

Class A ordinary shares per ADS 6 class A ordinary shares ADS ratio stated in the merger footnote

Key Terms

American depositary share, Effective Time, wholly-owned subsidiary, Agreement and Plan of Merger

4 terms

American depositary share financial

"each American depositary share ("ADS") reported in this row"

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.

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.

wholly-owned subsidiary technical

"the Issuer 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.

Agreement and Plan of Merger technical

"Agreement and Plan of Merger, dated May 12, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

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

How many RAASY ADS did director Jutao Zhao dispose of?

Director Jutao Zhao reported disposing of 2,372 American depositary shares on October 28, 2026, leaving reported direct holdings of zero. At the merger’s effective time, each ADS was canceled in exchange for the right to receive US$2.9641 in cash per ADS, without interest and subject to the merger agreement.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Zhao Jutao

(Last) (First) (Middle)

ROOM 12E, BUILDING C, NO. 23,

BAI JIA ZHUANG DONG LI,CHAOYANG DISTRICT

(Street)

BEIJING 100020

(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)

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

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
American depositary shares	10/28/2026		D		2,372	D	(1)(2)	0	D

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. At the effective time of the Merger (the "Effective Time"), each American depositary share ("ADS") reported in this row of this Form 4 (each ADS represents six class A ordinary shares of the Issuer) was cancelled and ceased to exist in exchange for the right to receive US$2.9641 in cash per ADS without interest, subject to the terms and conditions of the Merger Agreement.

	/s/ Jutao Zhao	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)