Cloopen Completes Going-Private Deal at $2.9641 per American Depositary Receipt
Key Facts
Cloopen Group Holding said it completed its merger with SummerX Holdings on October 28, 2026, becoming a wholly owned subsidiary of AutumnX Holdings, which is itself wholly owned by SpringX Holdings. In a statement published by PR Newswire, the company said holders of American depositary receipts will receive $2.9641 in cash for each receipt, before applicable fees and expenses. Each receipt represents six Class A ordinary shares. Each eligible ordinary share, excluding excluded shares, dissenting shares and shares represented by depositary receipts, will be canceled for $0.4940 in cash. The completion ends trading in the securities covered by the deal and takes the company into private ownership.
When Cloopen announced the agreement, it said the consideration represented a premium of 51.23% to the depositary receipt’s closing price on December 19, 2025, and a premium of 110.22% to the May 11, 2026, close, the last trading day before the agreement was signed. The company then estimated the deal’s implied equity value at about $162.89 million. These comparisons show the amount by which the offer exceeded the two closing prices identified by the company in its disclosure. EL7 data showed the stock, trading under the symbol RAASY, closed at $2.58 on October 27, without including the day’s trading range. The closing price alone therefore does not establish the stock’s intraday movements.
The buyer group included founder and Chief Executive Changxun Sun and investment firms, including Trustbridge Partners and Dmall’s Retail Technology Asia, according to the company’s filing with the Securities and Exchange Commission. As of May 12, 2026, the group collectively owned about 28.42% of the issued and outstanding shares, representing about 57.25% of total voting power. The deal announcement also said China Minsheng Banking had agreed, subject to conditions, to provide a term facility of up to $42 million to finance the merger. The disclosed ownership shows the group held a larger share of voting power than its share of the company’s stock before the deal closed. The bank financing was part of the announced deal arrangements, not additional consideration to be paid to shareholders.
The move to private ownership came as the company’s annual results showed declining revenue and a widening loss. Revenue fell 6.6% to 535.7 million yuan in 2025, from 573.6 million yuan in 2024, according to Cloopen’s annual report filed with the Securities and Exchange Commission. Net loss rose to 238.8 million yuan from 146.8 million yuan a year earlier, an increase of 62.6%, the report said. Net cash used in operating activities also totaled 231.0 million yuan in 2025. These financial indicators provide context for the company’s performance before the deal closed, without changing the stated consideration for each depositary receipt or eligible share.
Cloopen said the Financial Industry Regulatory Authority, or FINRA, was notified of the merger before it took effect, and that the removal of trading symbols and suspension of pricing for the depositary receipts in the OTC market were expected after completion. The company warned that “any trades executed after completion of the merger may not be valid.” It also plans to file Form 15 with the U.S. Securities and Exchange Commission to deregister its securities and suspend its reporting obligations; the company said some filing obligations would be suspended immediately upon filing, with the remainder ending when deregistration becomes effective. Before completion, the company had said the depositary receipts would no longer be quoted on the OTC Pink Market and that the American depositary program would end if the deal was completed. Shareholders’ next steps include awaiting instructions for surrendering securities and receiving the cash consideration, while heeding the company’s warning about trading after completion.