Cloopen Group Holding Limited filed a Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-258130 on October 29, 2026, to deregister all unsold Class A ordinary shares following the completion of a going-private merger on October 28, 2026.

Key Highlights

  • Deregistration target: A total of 23,193,818 Class A ordinary shares, par value US$0.0001 per share, originally registered under Registration Statement No. 333-258130, are being removed from registration.
  • Original registration: The Registration Statement was filed with the SEC on July 23, 2021, covering shares issuable under Cloopen's 2016 Share Incentive Plan and 2021 Share Incentive Plan.
  • Merger effective date: According to the filing, the merger of SummerX Holdings Limited into Cloopen became effective on October 28, 2026, making Cloopen a wholly-owned subsidiary of AutumnX Holdings Limited.
  • Merger Agreement date: The filing states that Cloopen entered into the Agreement and Plan of Merger with SpringX Holdings Limited, AutumnX Holdings Limited, and SummerX Holdings Limited on May 12, 2026.
  • Private company status: The filing discloses that upon completion of the merger, "the Registrant became a privately-held company."
  • Filer classification: Cloopen is identified in the filing as a non-accelerated filer and an emerging growth company.
  • Signatory: The Post-Effective Amendment was signed by Yipeng Li, Chief Financial Officer, in Beijing, China, on October 29, 2026.

Cloopen Terminates Share Plan Offerings Following Going-Private Merger

Cloopen Group Holding Limited, a Cayman Islands company headquartered in Beijing, China, filed a Post-Effective Amendment No. 1 to its Form S-8 registration statement on October 29, 2026, according to the filing. The purpose of the amendment is to deregister all unsold securities that remained registered as of October 28, 2026, the date the company's merger became effective. The original Registration Statement No. 333-258130 had been filed on July 23, 2021, and covered 23,193,818 Class A ordinary shares with a par value of US$0.0001 per share, registered for offer or sale under the company's 2016 Share Incentive Plan and 2021 Share Incentive Plan.

The filing explains that on May 12, 2026, Cloopen entered into an Agreement and Plan of Merger with SpringX Holdings Limited as Parent, AutumnX Holdings Limited as Holdco (a wholly-owned subsidiary of Parent), and SummerX Holdings Limited as Merger Sub (a wholly-owned subsidiary of Holdco). At the effective time on October 28, 2026, the filing states that "Merger Sub was merged with and into the Registrant," with Cloopen surviving as a wholly-owned subsidiary of Holdco. As a result, the filing discloses, Cloopen became a privately-held company.

Because all offerings under the Registration Statement were terminated upon completion of the merger, the filing states that Cloopen "hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement that remained unsold as of the Effective Time." Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, is named in the filing as the agent for service. The amendment was signed under the Securities Act of 1933, as amended, by CFO Yipeng Li on behalf of the registrant.

What Was Disclosed

Cloopen Group Holding Limited filed to deregister 23,193,818 Class A ordinary shares previously registered under its 2016 and 2021 Share Incentive Plans, following the October 28, 2026 effective date of a merger that converted the company into a privately-held entity.