| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.0001 per share |
| (b) | Name of Issuer:
Cloopen Group Holding Limited |
| (c) | Address of Issuer's Principal Executive Offices:
16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing,
CHINA
, 100102. |
Item 1 Comment:
This Amendment No. 3 (this "Amendment") amends and supplements the statement on Schedule 13D filed jointly by the Reporting Persons named therein with the Securities and Exchange Commission (the "SEC") on December 30, 2025 (the "Original Schedule"), as amended by Amendment No. 1 filed on May 13, 2026 and Amendment No.2 filed on July 31, 2026 (the Original Schedule as so amended, the "Schedule 13D", and the Schedule 13D, together with this Amendment, the "Statement"), with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), of Cloopen Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), whose principal executive office is located at 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing, the People's Republic of China.
All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On September 24, 2026, at an extraordinary general meeting of the shareholders of the Issuer (the "EGM"), the shareholders of the Issuer authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. The Merger Agreement and the Transactions contemplated thereby, including the Merger, were approved by approximately 99.98% of the total votes cast at the EGM.
On October 28, 2026, the Issuer and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of October 28, 2026, pursuant to which the Merger became effective on October 28, 2026 (the "Effective Time"). As a result of the Merger, Merger Sub merged with and into the Issuer and ceased to exist, and the Issuer continued as the surviving company and became a wholly-owned subsidiary of HoldCo.
At the Effective Time, (a) each Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and Class A Ordinary Shares represented by ADSs) was cancelled and ceased to exist in exchange for the right to receive US$0.4940 in cash per Ordinary Share without interest, (b) each ADS issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADS, 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 set forth in the Merger Agreement and the Deposit Agreement, (c) each Excluded Share issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist without payment of any consideration or distribution therefor, and (d) each Dissenting Share issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist and thereafter represented only the right to receive the payment of the fair value of such Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands.
At the Effective Time, each share of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and became one validly issued, fully paid and non-assessable ordinary share of the surviving company, and such shares constituted the only issued and outstanding share capital of the surviving company immediately following the Effective Time.
In addition, at the Effective Time, the Issuer terminated the Company Share Plans (as defined in the Merger Agreement) and any relevant award agreements entered into under the Company Share Plans, and each Company Equity Award (as defined in the Merger Agreement) outstanding immediately prior to the Effective Time was cancelled and treated in accordance with Section 2.02 of the Merger Agreement.
As a result of the Merger, the Issuer became a privately-held company wholly-owned directly by HoldCo, the ADSs will no longer be quoted on the OTC Pink Market, and the Issuer's ADS program will be terminated. The Issuer intends to suspend its reporting obligations under the Act by filing a certification and notice on Form 15 with the SEC. The Issuer's reporting obligations under the Act will be suspended immediately upon the filing of the Form 15 and will cease upon the effectiveness of the deregistration under the Act. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As a result of the Merger, as described in Item 4 of this Amendment, the Reporting Persons do not beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares. |
| (b) | see (a) |
| (c) | Except as disclosed in this Amendment or previously reported in the Schedule 13D, to the best knowledge of each of the Reporting Persons, there have been no transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days. |
| (d) | Not applicable. |
| (e) | As a result of the transactions described in Item 4, as of October 28, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of any Ordinary Shares or ADSs. Therefore, this Amendment constitutes the final amendment to the Original Schedule, as amended. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby supplemented by adding the following:
Item 4 of this Amendment is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
99.22 SCHEDULE A LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS |
