Cloopen Completes Going-Private Merger at $2.9641 Per ADS

Cloopen Group Holding Limited announced on October 28, 2026 that it has completed its going-private merger and will cease to be a publicly traded company, with ordinary shareholders entitled to receive US$0.4940 in cash per share and holders of its American depositary shares entitled to receive US$2.9641 in cash per ADS, according to the company’s completion announcement.

The Beijing-based company, which describes itself as a multi-capability cloud-based communications solution provider in China and whose ADSs were quoted on the OTC market, completed its merger with SummerX Holdings Limited, a wholly-owned subsidiary of AutumnX Holdings Limited, which is in turn a wholly-owned subsidiary of SpringX Holdings Limited. The merger was carried out under an agreement and plan of merger dated May 12, 2026 among the company, SpringX, AutumnX and SummerX. As a result of the merger, Cloopen became a wholly-owned subsidiary of AutumnX, the holdco in the buyer structure. The company’s shareholders had approved the merger agreement at an extraordinary general meeting held on September 24, 2026.

Merger Consideration and Payment Mechanics

Under the merger agreement, each ADS, representing six Class A ordinary shares with a par value of US$0.0001 each, that was issued and outstanding immediately before the effective time was cancelled in exchange for the right to receive US$2.9641 in cash per ADS without interest, less applicable fees, charges and expenses payable by ADS holders. Each ordinary share outstanding immediately before the effective time, other than Excluded Shares, Dissenting Shares and Class A shares represented by ADSs, was cancelled in exchange for the right to receive US$0.4940 in cash per share without interest.

Excluded Shares were cancelled without payment of any consideration or distribution, and Dissenting Shares were cancelled with their former holders entitled to receive fair value determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands. Share-based incentives held by current or former officers, directors, employees and consultants of the company were cancelled and cashed out, will be replaced by awards of other rights or property where permitted by applicable law as determined by the holdco and the company, or were cancelled without payment, as applicable.

Registered shareholders entitled to the merger consideration will receive a letter of transmittal with instructions on how to surrender their shares and should wait to receive it before surrendering. Payment to ADS holders will be made, after deduction of the fees, charges, deductions and expenses provided for under the Deposit Agreement dated February 8, 2021, as soon as practicable after The Bank of New York Mellon (BNY ), the ADS depositary, receives the aggregate merger consideration from the paying agent.

The Financial Industry Regulatory Authority was notified about the merger before its effectiveness and is expected to remove the company’s trading symbols on or after October 28, 2026, with quotation of the ADSs on the OTC market expected to be suspended shortly after the effective time, the company said. Because removal of the trading symbols may not be completed until several trading days after consummation of the merger, any trades effected following consummation may not be valid, and the company said it will not be responsible for any losses incurred as a result of trades that occur from and after completion of the merger. Cloopen intends to deregister its securities and suspend its reporting obligations under the Securities Exchange Act of 1934 by filing a Form 15 with the U.S. Securities and Exchange Commission; its obligations to file or furnish reports including Form 20-F and Form 6-K will be suspended as of the Form 15 filing date and will cease once the deregistration becomes effective.

From Proposal to Definitive Agreement

The transaction began with a preliminary non-binding proposal dated December 22, 2025 from Changxun Sun, the company’s founder and chief executive officer, and Trustbridge Partners VII, L.P., offering the same US$0.4940 per ordinary share, or US$2.9641 per ADS, in cash. The proposal letter stated that the offer valued the company at approximately US$155.92 million, equivalent to RMB 1,100 million, and represented a premium of 51.23% to the company’s closing price on the last trading day before the proposal and premiums of 74.87% and 86.22% to the volume-weighted average closing prices during the prior 15 and 30 trading days, respectively. At that stage, the buyer group and its affiliates collectively owned approximately 20.32% of the issued and outstanding ordinary shares and approximately 53.98% of the company’s voting power, according to the company’s December 24, 2025 announcement.

On May 12, 2026, Cloopen signed the definitive merger agreement with an expanded buyer group adding Cloopen Co., Ltd., Trustbridge Partners V, L.P., Retail Technology Asia Limited, a wholly-owned subsidiary of Dmall Inc., Novo Investment HK Limited, Image Frame Investment (HK) Limited, Parantoux Vintage PE Ltd. and Flawless Success Limited, in a transaction the company said implied an equity value of approximately US$162.89 million. At signing, buyer group members beneficially owned approximately 28.42% of the issued and outstanding shares, representing approximately 57.25% of the company’s aggregate voting power, and certain members entered support agreements to vote their shares in favor of the merger and to receive holdco shares, and no cash consideration, for the cancellation of their company shares, according to the May 12, 2026 announcement.

SpringX, the parent entity, held a debt commitment letter under which China Minsheng Banking Corp., Ltd. Shanghai Pilot Free Trade Zone Branch agreed to provide a term facility of up to US$42 million for the merger, subject to certain conditions. The merger consideration represented a premium of 51.23% to the ADS closing price on December 19, 2025, the last trading day before the company received the going-private proposal, and a premium of 110.22% to the closing price on May 11, 2026, the last trading day before the agreement was signed, the company said. The board approved the merger agreement acting on the unanimous recommendation of a Special Committee of independent and disinterested directors, which negotiated the terms with the assistance of its financial and legal advisors. The merger was structured in accordance with Part 16 of the Companies Act (As Revised) of the Cayman Islands, with the company surviving and becoming a wholly-owned subsidiary of the holdco.

At the September 24, 2026 extraordinary general meeting, the merger agreement and the transactions it contemplated, including the merger, were approved by approximately 99.98% of the total votes cast, the company announced.

Kroll, LLC, operating through its Duff & Phelps Opinions Practice, served as financial advisor to the Special Committee. Hogan Lovells Cadwalader served as U.S. legal counsel to the Special Committee, Maples and Calder (Hong Kong) LLP served as Cayman Islands legal counsel to the Special Committee, and Baker McKenzie LLP served as U.S. legal counsel to the company. Han Kun Law Offices served as legal counsel to the buyer group, King & Wood served as legal counsel to the founder and Cloopen Co., Ltd., Skadden, Arps, Slate, Meagher & Flom served as U.S. and Hong Kong legal counsel to Dmall Inc., and Harney Westwood & Riegels served as Cayman Islands legal counsel to the buyer group.