SCHEDULE: Cloopen Group Receives $1.1B Going-Private Proposal

A consortium led by Trustbridge Partners and CEO Changxun Sun has proposed to acquire all outstanding shares of Cloopen Group Holding Limited not already owned by them, valuing the company at approximately US$1.1 billion.

Summary

• A consortium, including Trustbridge Partners VII and Cloopen Co., Ltd. (wholly-owned by CEO Changxun Sun), has submitted a preliminary non-binding proposal to acquire all outstanding ordinary shares and ADSs of Cloopen Group Holding Limited not already beneficially owned by them or their affiliates.
• The proposed transaction values the company at approximately US$1.1 billion (RMB 1,100 million equivalent).
• The proposed purchase price is US$0.4940 per Class A Ordinary Share or US$2.9641 per American Depositary Share (ADS).
• The consortium members entered into a consortium agreement on December 22, 2025, to cooperate on the going-private transaction.
• Funding for the proposed transaction is anticipated to come from a combination of debt and equity capital, with equity provided by consortium members and debt from third-party financial institutions.
• If completed, the Issuer's shares would be delisted from the OTC market, and its obligation to file periodic reports with the SEC would terminate.

Sentiment

Score: 6

Explanation: The filing announces a non-binding going-private proposal, which typically offers a cash exit for public shareholders, potentially at a premium. However, it also signifies the company's potential delisting, removing public investment opportunities. The non-binding nature introduces uncertainty.

Positives

• The proposal offers a potential cash exit for public shareholders at a specified price of US$0.4940 per Class A Ordinary Share or US$2.9641 per ADS.
• The proposed transaction values the company at approximately US$1.1 billion, which could represent a premium to the current market price, though the filing does not explicitly state this.

Negatives

• If the transaction is completed, Cloopen Group Holding Limited's shares would cease to be quoted on the OTC market, and the company would no longer be publicly traded, removing an investment option for public shareholders.
• The proposal is non-binding and subject to various conditions, including the negotiation and execution of definitive agreements, meaning there is no guarantee the transaction will be completed.

Risks

• The Proposed Transaction is subject to a number of conditions, including the negotiation and execution of definitive agreements mutually acceptable to the Issuer and the Consortium Members.
• Neither the Issuer nor the Consortium Members are obligated to complete the Proposed Transaction.
• A binding commitment will only result from the execution of definitive documents, and then will be on the terms provided in such documents.

Future Outlook

A consortium has proposed a going-private transaction for Cloopen Group Holding Limited, which, if completed, would result in the company's delisting from the OTC market and termination of its SEC reporting obligations. The proposal is non-binding and subject to definitive agreements.

Management Comments

• Mr. Sun jointly submitted a preliminary non-binding proposal to the Issuer's board of directors related to the proposed acquisition.

Industry Context

This announcement reflects a trend of take-private transactions, particularly for companies with dual-class share structures or those trading on OTC markets, where private equity firms and existing management/major shareholders seek to gain full control, often citing undervaluation or a desire for operational flexibility away from public market scrutiny.

Related Party Transactions

• Cloopen Co., Ltd., a member of the consortium proposing the going-private transaction, is wholly-owned by Mr. Changxun Sun, who is also a key reporting person and jointly submitted the proposal.

Stakeholder Impact

• Shareholders: Public shareholders would receive cash for their shares if the transaction is completed, but would lose their investment in a publicly traded company.
• Management/Insiders: Consortium members, including CEO Changxun Sun and Trustbridge Partners, would gain full control and ownership of the company.

Next Steps

• Negotiation and execution of definitive agreements between the Issuer and the Consortium Members.
• Potential admission of additional members to the Consortium by the Initial Sponsor.
• If definitive agreements are executed and conditions met, completion of the Proposed Transaction.
• If the Proposed Transaction is completed, termination of registration and delisting from the OTC market.

Key Dates

Recommendation

The filing details a non-binding going-private proposal. While it offers a potential cash exit at a specified price, the transaction is not guaranteed and is subject to definitive agreements. Investors should hold their position to await further developments and assess if the proposed price represents a fair value or if a higher offer might emerge, while also considering the risk of the deal not closing.

Keywords

Cloopen Group Holding Limited, RAASY, Going Private, Privatization, Schedule 13D, Trustbridge Partners, Changxun Sun, Consortium, Take-private, Class A Ordinary Shares, ADSs, SEC Filing