Cloopen CTO’s 300,000 options canceled for $34.2K
The merger consideration included cash settlements and replacement awards or HoldCo shares, with terms varying by the securities held.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Cloopen Group Holding Ltd’s CPO, CTO Xiong Xiegang reported merger-related dispositions dated October 28, 2026. At the merger’s effective time, 300,000 options were canceled for aggregate cash of US$34,200, and 300,000 restricted share units (RSUs) were canceled for US$0.4940 per RSU. Another 700,000 options and 700,000 RSUs were canceled in exchange for vested awards consisting of other rights or property with substantially equivalent terms, as reasonably determined by HoldCo and Cloopen. The merger made Cloopen a privately held company.
Flawless Success Limited, nominee for an employee trust, held 363,225 Class A ordinary shares in ADS form; those shares were exchanged for US$0.4940 each, or US$2.9641 per ADS, with six Class A ordinary shares represented by each ADS. A separate 847,525 Class A ordinary shares held by Flawless Success were exchanged for one newly issued HoldCo ordinary share per share.
Insider Trade Summary
Disposition: 3,210,750 shares
Disposition
6 txns
Insider
Xiong Xiegang
Role
CPO, CTO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options F7, F6 | 300,000 | -- | -- |
| Disposition | Options F8, F6 | 700,000 | -- | -- |
| Disposition | Restricted Share Units F10, F9 | 300,000 | -- | -- |
| Disposition | Restricted Share Units F11, F9 | 700,000 | -- | -- |
| Disposition | Class A ordinary shares F1, F2, F3 | 363,225 | -- | -- |
| Disposition | Class A ordinary shares F1, F4, F5 | 847,525 | -- | -- |
Holdings After Transaction:
Options — 0 contracts (Direct);
Restricted Share Units — 0 contracts (Direct);
Class A ordinary shares — 0 shares (Indirect, See Footnote)
Footnotes (11)
- 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 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).
- F3. As previously reported on the Reporting Person's Form 3, the Reporting Person beneficially owned 1,210,750 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. 363,225 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 of the Class A Ordinary Share reported in this row and beneficially owned by Mr. Xiong Xiegang 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 options of the Issuer represented a contingent right to purchase one Class A Ordinary Share. On January 29, 2024, Mr. Xiong Xiegang was granted 1,000,000 options. The options have all vested.
- F7. Pursuant to the Merger Agreement, at the Effective Time, these options that was outstanding as of April 30, 2026 were fully vested and free of restrictions and were canceled and converted into the right to receive an aggregate amount in cash equal to US$34,200.
- F8. Pursuant to the Merger Agreement, at the Effective Time, each of these options that was vested as of April 2026 was canceled and, in exchange therefor, Mr. Xiong Xiegang 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 options, as reasonably determined by both HoldCo and the Issuer.
- F9. Each of these restricted stock units of the Issuer ("RSU") represented a contingent right to receive one Class A Ordinary Share. On November 30, 2022, Mr. Xiong Xiegang was granted 1,000,000 RSUs. The RSUs have all vested.
- F10. 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.
- F11. 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. Xiong Xiegang 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
Options canceled for cash: 300,000 options
Aggregate cash for options: US$34,200
Options exchanged for vested awards: 700,000 options
+5 more
8 metrics
Options canceled for cash
300,000 options
At the merger’s effective time
Aggregate cash for options
US$34,200
Cash consideration for the canceled options
Options exchanged for vested awards
700,000 options
Awards comprised of other rights or property with substantially equivalent terms
RSUs canceled for cash
300,000 RSUs; US$0.4940 per RSU
At the merger’s effective time
RSUs exchanged for vested awards
700,000 RSUs
Awards comprised of other rights or property with substantially equivalent terms
Class A ordinary shares held in ADS form
363,225 shares; US$0.4940 per share
Each ADS represented six Class A ordinary shares
Cash consideration per ADS
US$2.9641 per ADS
Each ADS represented six Class A ordinary shares
Other Class A ordinary shares held by Flawless Success Limited
847,525 shares; one newly issued HoldCo ordinary share per share
Exchanged under the merger
Key Terms
American depositary share, restricted stock units, Effective Time, Support Agreement, +1 more
5 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.
vested award comprised of other rights or property technical
"issued a vested award comprised of other rights or property"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Xiong Xiegang’s Cloopen (RAASY) options and RSUs treated in the merger?
300,000 options were canceled for aggregate cash of US$34,200, and 300,000 RSUs were canceled for US$0.4940 per RSU. Another 700,000 options and 700,000 RSUs were canceled in exchange for vested awards consisting of other rights or property with substantially equivalent terms, as reasonably determined by HoldCo and Cloopen.
AI-generated analysis. How Rhea-AI works. Not financial advice.
