Cloopen Group Holding Limited has entered into a definitive merger agreement that will take the company private in a transaction valuing the business at approximately $162.89 million. The deal will result in Cloopen becoming a wholly owned subsidiary of HoldCo, an entity controlled by a consortium led by founder and CEO Changxun Sun alongside several investment partners. The merger will be executed under Cayman Islands law, with Cloopen surviving as the post‑merger entity.
The buyer consortium currently holds about 28.42% of Cloopen’s outstanding shares, representing roughly 57.25% of the company’s voting power. Several members of the group have signed support agreements committing to vote in favor of the merger and to exchange their existing shares for equity in HoldCo rather than receiving cash consideration. The merger terms provide $0.4940 per ordinary share or $2.9641 per ADS, representing premiums of 51.23% and 110.22% over the relevant pre‑announcement trading prices.
Financing for the transaction includes a debt commitment of up to $42 million from China Minsheng Banking Corp.’s Shanghai Pilot Free Trade Zone Branch. Cloopen’s board unanimously approved the merger following a recommendation from a special committee of independent directors, which negotiated the terms with financial and legal advisors. The transaction is expected to close in the fourth quarter of 2026, pending shareholder approval and other customary conditions. Upon completion, Cloopen’s ADSs will be delisted from the OTC Pink Market and the ADS program will be terminated.
