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SCHEDULE 13D/A Filed 2026-10-29 Event 2026-10-28 SEC 0001193125-26-436889 →

TB Alternative Assets Ltd. → Cloopen Group Holding Limited RAASY

Stake: — Shares: 0 CUSIP: 18900M203 Class: Class A Ordinary Shares, par value US$0.0001 per share
Composite Decision Signal · AVOID (DILUTION / EXIT TRAP) Conviction Score: 18/100
Disqualifiers: ACTIVIST_STAKE_EXIT: SCHEDULE 13D/A reduces ownership below 5% threshold (0.00%)
  • Active Schedule 13D filer baseline

Item 4 — Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by adding the following: On September 24, 2026, at an extraordinary general meeting of the shareholders of the Issuer (the "EGM"), the shareholders of the Issuer authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. The Merger Agreement and the Transactions contemplated thereby, including the Merger, were approved by approximately 99.98% of the total votes cast at the EGM. On October 28, 2026, the Issuer and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of October 28, 2026, pursuant to which the Merger became effective on October 28, 2026 (the "Effective Time"). As a result of the Merger, Merger Sub merged with and into the Issuer and ceased to exist, and the Issuer continued as the surviving company and became a wholly-owned subsidiary of HoldCo. At the Effective Time, (a) each Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and Class A Ordinary Shares represented by ADSs) was cancelled and ceased to exist in exchange for the right to receive US$0.4940 in cash per Ordinary Share without interest, (b) each ADS issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADS, was cancelled and ceased to exist in exchange for the right to receive US$2.9641 in cash per ADS without interest, subject to the terms and conditions set forth in the Merger Agreement and the Deposit Agreement, (c) each Excluded Share issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist without payment of any consideration or distribution therefor, and (d) each Dissenting Share issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist and thereafter represented only the right to receive the payment of the fair value of such Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands. At the Effective Time, each share of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and became one validly issued, fully paid and non-assessable ordinary share of the surviving company, and such shares constituted the only issued and outstanding share capital of the surviving company immediately following the Effective Time. In addition, at the Effective Time, the Issuer terminated the Company Share Plans (as defined in the Merger Agreement) and any relevant award agreements entered into under the Company Share Plans, and each Company Equity Award (as defined in the Merger Agreement) outstanding immediately prior to the Effective Time was cancelled and treated in accordance with Section 2.02 of the Merger Agreement. As a result of the Merger, the Issuer became a privately-held company wholly-owned directly by HoldCo, the ADSs will no longer be quoted on the OTC Pink Market, and the Issuer's ADS program will be terminated. The Issuer intends to suspend its reporting obligations under the Act by filing a certification and notice on Form 15 with the SEC. The Issuer's reporting obligations under the Act will be suspended immediately upon the filing of the Form 15 and will cease upon the effectiveness of the deregistration under the Act.

Cross-References

Insider Activity (last 365d)
12 transactions
0 buys · 12 sales · 0 awards/exercises
Issuer Cluster
3 13D/G filings on this issuer
2 other filings besides this one
Filer Track Record
3 filings by this filer
2 other filings in the data moat
Short Interest · settle 2026-10-15
DTC 1.00
3,451 shares short · 0.0% vs prior

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-10-28 Zhao Jutao director Disposition 2,372 — —
2026-10-28 Yuan Pengfei director Disposition 245,000 — —
2026-10-28 Yuan Pengfei director Disposition 120,000 — —
2026-10-28 Yuan Pengfei director Disposition 280,000 — —
2026-10-28 Xiong Xiegang officer Disposition 363,225 — —
2026-10-28 Xiong Xiegang officer Disposition 847,525 — —
2026-10-28 Xiong Xiegang officer Disposition 300,000 $0.38 $114K
2026-10-28 Xiong Xiegang officer Disposition 700,000 $0.38 $266K
2026-10-28 Xiong Xiegang officer Disposition 300,000 — —
2026-10-28 Xiong Xiegang officer Disposition 700,000 — —
2026-10-28 Sun Changxun officer Disposition 2,000,000 — —
2026-10-28 Sun Changxun officer Disposition 25,649,839 — —

Other 13D/G Filings on Cloopen Group Holding Limited

FiledFormFilerStakeShares
2026-07-31 SCHEDULE 13D/A TB Alternative Assets Ltd. 12.89% 38,474,611 view →
2026-05-13 SCHEDULE 13D/A TB Alternative Assets Ltd. — 38,474,611 view →

Other Filings by TB Alternative Assets Ltd.

FiledFormIssuerStakeShares
2026-07-31 SCHEDULE 13D/A Cloopen Group Holding Limited 12.89% 38,474,611 view →
2026-05-13 SCHEDULE 13D/A Cloopen Group Holding Limited RAASY — 38,474,611 view →

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