Cloopen merger cancels 245,000 shares at $0.494

Each American depositary share represented six Class A ordinary shares and was canceled for US$2.9641 in cash per ADS under the merger terms.

Available on EDGAR 10/29/2026 - 06:41 AM EDT Accepted by SEC EDGAR 10/29/2026 - 06:40 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cloopen Group Holding Ltd director Pengfei Yuan reported three dispositions to the issuer dated October 28, 2026, under the merger. The 245,000 Class A ordinary shares were held of record by Flawless Wisdom Limited as nominee for an employee trust and were canceled for the right to receive US$0.4940 per share. Of the vested RSUs, 120,000 were canceled for a cash amount of US$0.4940 each; 280,000 were canceled in exchange for a vested award of other rights or property on substantially equivalent terms, as reasonably determined by HoldCo and Cloopen. The merger left Cloopen privately held.

Insider Trade Summary

Disposition: 645,000 shares

Disposition 3 txns

Insider Yuan Pengfei

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Share Units F5, F4	120,000	--	--
Disposition	Restricted Share Units F6, F4	280,000	--	--
Disposition	Class A ordinary shares F1, F2, F3	245,000	--	--

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Class A ordinary shares — 0 shares (Indirect, See Footnote)

Footnotes (6)

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 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).
3. F3. As previously reported on the Reporting Person's Form 3, the Reporting Person beneficially owned 245,000 Class A Ordinary Shares, held of record by Flawless Wisdom 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. 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.
4. F4. Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one Class A Ordinary Share. On April 1, 2024, Mr. Yuan Pengfei was granted 400,000 restricted share units. The restricted share units have all vested.
5. F5. 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, subject to the terms and conditions of the Merger Agreement.
6. F6. 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. Yuan Pengfei 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

Class A ordinary shares canceled: 245,000 shares RSUs canceled for cash: 120,000 RSUs RSUs exchanged for other rights or property: 280,000 RSUs +5 more

8 metrics

Class A ordinary shares canceled 245,000 shares Held of record by Flawless Wisdom Limited as nominee for an employee trust

RSUs canceled for cash 120,000 RSUs Vested RSUs converted into the right to receive US$0.4940 in cash each

RSUs exchanged for other rights or property 280,000 RSUs Vested RSUs exchanged for a vested award on substantially equivalent terms

Class A ordinary share merger consideration US$0.4940 per share Cash consideration under the merger terms

RSU cash amount US$0.4940 Amount for each of the 120,000 canceled vested RSUs

ADS merger consideration US$2.9641 per ADS Each ADS represented six Class A ordinary shares

Restricted share units granted 400,000 RSUs Granted April 1, 2024; all had vested

Class A ordinary shares per ADS 6 shares Each American depositary share represented six Class A ordinary shares

Key Terms

restricted share units, American depositary share, Effective Time, Merger Agreement

4 terms

restricted share units financial

"Mr. Yuan Pengfei was granted 400,000 restricted share units."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

American depositary share financial

"each American depositary share, each representing six Class A Ordinary Shares"

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, each Class A ordinary share"

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.

Merger Agreement regulatory

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

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

FAQ

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

How many Cloopen (RAASY) Class A shares were canceled in the merger?

245,000 Class A ordinary shares held of record by Flawless Wisdom Limited, acting as nominee for an employee trust, were canceled in exchange for the right to receive US$0.4940 per share. The shares were held in the form of ADSs.

What happened to Pengfei Yuan's Cloopen (RAASY) restricted share units in the merger?

The 120,000 vested RSUs were canceled and converted into the right to receive US$0.4940 in cash each. The 280,000 other vested RSUs were canceled in exchange for a vested award of other rights or property on substantially equivalent terms, as reasonably determined by HoldCo and Cloopen.

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^*

Yuan Pengfei

(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)

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
Class A ordinary shares	10/28/2026		D		245,000	D	(1)(2)	0	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	$0	10/28/2026		D			120,000	(4)	(4)	Class A ordinary share	120,000	(5)	0	D
Restricted Share Units	$0	10/28/2026		D			280,000	(4)	(4)	Class A ordinary share	280,000	(6)	0	D

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 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).

3. As previously reported on the Reporting Person's Form 3, the Reporting Person beneficially owned 245,000 Class A Ordinary Shares, held of record by Flawless Wisdom 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. 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.

4. Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one Class A Ordinary Share. On April 1, 2024, Mr. Yuan Pengfei was granted 400,000 restricted share units. The restricted share units have all vested.

5. 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, subject to the terms and conditions of the Merger Agreement.

6. 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. Yuan Pengfei 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.

	/s/ Pengfei Yuan	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)