Cloopen director’s stock units canceled at $0.494
The merger left Cloopen privately held as a wholly owned subsidiary of AutumnX Holdings Limited.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Cloopen Group Holding Ltd (RAASY) director Cheng Luo reported the disposition of 450,000 vested restricted stock units, canceled for US$0.4940 per RSU, and 1,050,000 vested RSUs canceled in exchange for a vested award of other rights or property, subject to applicable law and substantially equivalent terms. In the merger, 120,000 Class A ordinary shares held by Flawless Success Limited as ADSs were canceled for US$2.9641 per ADS; 280,000 Class A ordinary shares held by Flawless were exchanged for one newly issued ordinary share of AutumnX Holdings Limited per share. Cloopen became privately held and a wholly owned subsidiary of AutumnX Holdings Limited.
Insider Trade Summary
Disposition: 1,900,000 shares
Disposition
4 txns
Insider
Luo Cheng
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Share Units F7, F6 | 450,000 | -- | -- |
| Disposition | Restricted Share Units F8, F6 | 1,050,000 | -- | -- |
| Disposition | Class A ordinary shares F1, F2, F3 | 120,000 | -- | -- |
| Disposition | Class A ordinary shares F1, F4, F5 | 280,000 | -- | -- |
Holdings After Transaction:
Restricted Share Units — 0 contracts (Direct);
Class A ordinary shares — 0 shares (Indirect, See Footnote)
Footnotes (8)
- 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.
- 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 canceled 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).
- F3. As previously reported on the Reporting Person's Form 3, the Reporting Person beneficially owned 400,000 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. 120,000 of 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.
- F4. In connection with the Merger, Flawless Success Limited entered into a support agreement, dated as of May 12, 2026, pursuant to which, among other things, at the Effective Time, each Class A Ordinary Share reported in this row and beneficially owned by Mr. Luo Cheng was cancelled in exchange for one ordinary share newly issued by HoldCo.
- F5. 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.
- F6. Each of these restricted stock units of the Issuer ("RSU") represented a contingent right to receive one share of Class A Ordinary Share. On April 1, 2024, Mr. Luo Cheng was granted 1,500,000 RSUs. The RSUs have all vested.
- F7. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was vested as of April 30, 2026 was canceled and converted into the right to receive an amount in cash equal to US$0.4940 per RSU, subject to the terms and conditions of the Merger Agreement.
- F8. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs that was vested as of April 30, 2026, was canceled and, in exchange therefor, Mr. Luo Cheng was issued a vested award comprised of other rights or property to the extent permitted by applicable laws, which shall be subject to terms and conditions substantially equivalent to those of such vested RSUs, as reasonably determined by both HoldCo and the Issuer.
Key Figures
RSUs canceled for cash: 450,000 RSUs
Cash consideration per RSU: US$0.4940 per RSU
RSUs exchanged for a vested award: 1,050,000 RSUs
+4 more
7 metrics
RSUs canceled for cash
450,000 RSUs
Reported October 28, 2026; canceled for cash consideration under the merger terms
Cash consideration per RSU
US$0.4940 per RSU
Terms for RSUs vested as of April 30, 2026
RSUs exchanged for a vested award
1,050,000 RSUs
Reported October 28, 2026; exchanged for an award of other rights or property
Class A ordinary shares held as ADSs
120,000 shares
Held by Flawless Success Limited and reported as canceled in the merger
Cash consideration per ADS
US$2.9641 per ADS
Merger consideration for each ADS
Class A ordinary shares per ADS
Six Class A ordinary shares per ADS
ADS share ratio stated in the merger terms
Class A ordinary shares exchanged for HoldCo shares
280,000 shares
Held by Flawless Success Limited; exchanged for newly issued ordinary shares of AutumnX Holdings Limited
Key Terms
restricted stock units, American depositary share, Effective Time, support agreement
4 terms
restricted stock units financial
"Each of these restricted stock units of the Issuer"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Effective Time technical
"at 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"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transactions did Cheng Luo report for Cloopen (RAASY)?
On October 28, 2026, director Cheng Luo reported 450,000 vested RSUs canceled for US$0.4940 per RSU and 1,050,000 vested RSUs exchanged for a vested award of other rights or property. The report also covers 120,000 Class A ordinary shares held by Flawless Success Limited as ADSs and 280,000 Class A ordinary shares held by Flawless.
What happened to the 1,050,000 RSUs reported by Cheng Luo?
The 1,050,000 RSUs vested as of April 30, 2026 were canceled in exchange for a vested award comprised of other rights or property, to the extent permitted by applicable laws. The award’s terms are to be substantially equivalent to those of the RSUs, as reasonably determined by AutumnX Holdings Limited and Cloopen.
AI-generated analysis. How Rhea-AI works. Not financial advice.
