SecProbe.io

CORRESP
 1
 filename1.htm

 Baker
 & McKenzie LLP

 Suite
 3401, China World Office 2

 China
 World Trade Centre

 1
 Jianguomenwai Dajie

 Beijing
 100004

 People's
 Republic of China

 中国北京建国门外大街1号

 中国国际贸易中心

 国贸写字楼
 2座 3401室

 邮编:
 100004

 Tel:
 +86 10 6535 3800

 Fax:
 +86 10 6505 2309

 chinalaw@bakermckenzie.com

 www.bakermckenzie.com

 November
21, 2025

 PRIVATE
AND CONFIDENTIAL

 Ms.
Joyce Sweeney

 Ms.
Kathleen Collins

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Cloopen
Group Holding Ltd. (the " Company " )

 Response
to the Staff's Comments on

 Form
20-F for Fiscal Year Ended December 31, 2024 Filed September 3, 2025 (File No. 001-40004)

 Dear
Ms. Joyce Sweeney and Ms. Kathleen Collins,

 This
letter sets forth the Company's responses to the comment letter from the staff (the " Staff ") of the Securities
and Exchange Commission dated September 17, 2025 relating to the above referenced filing in connection with the Form 20-F for the fiscal
year ended December 31, 2024 filed on September 3, 2025 (the " 2024 Form 20-F ").

 The
Staff's comments are repeated below in bold and are followed by the Company's responses.

 Beijing

 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China
 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309

 Hong
 Kong

 14th
 Floor, One Taikoo Place
 979
 King's Road, Quarry Bay
 Hong
 Kong SAR
 People's
 Republic of China
 Tel:
 +852 2846 1888
 Fax:
 +852 2845 0476

 Shanghai

 Unit
 1601, Jin Mao Tower
 88
 Century Avenue
 Pudong,
 Shanghai 200121
 People's
 Republic of China
 Tel:
 +86 21 6105 8558
 Fax:
 +86 21 5047 0020

 Registered
foreign lawyers not admitted to practice in the PRC.

 Baker
& McKenzie LLP is a member of Baker & McKenzie International.

 Form
20-F for Fiscal Year Ended December 31, 2024

 Introduction,
page ii

 1.
 We
 note from your disclosure that you exclude Hong Kong and Macau from your definition of "PRC" or "China" for
 the purpose of your annual report. In future filings, please revise to remove the exclusion of Hong Kong and Macau from such definition.
 Clarify that all the legal and operational risks associated with having operations in the People's Republic of China (PRC)
 also apply to operations in Hong Kong and Macau. In this regard, ensure that your disclosure does not narrow risks related to operating
 in the PRC to mainland China only. Where appropriate, you may describe PRC law and then explain how law in Hong Kong and Macau differs
 from PRC law and describe any risks and consequences to the company associated with those laws.

 Response:
The Company respectfully advises the Staff that it does not have any operation in Hong Kong and Macau. In light of this, the Company
believes that laws and regulations in Hong Kong and Macau, including the regulatory actions related to data security or anti-monopoly
concerns and regulations that may result in oversight over data security, do not have a material impact on its ability to conduct business,
accept foreign investment, or list on a United States or foreign stock exchange. To the extent that the Company has material operations
in Hong Kong and/or Macau in the future, the Company will provide additional disclosures regarding the applicable laws and regulations
in Hong Kong and/or Macau as well as the related risks and consequences, as appropriate.

 In
response to the Staff's comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as follows
(with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2024 Form 20-F),
subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

 "INTRODUCTION

 …

 ● "China"
 or "PRC" refers to the People's Republic of China, and only in the context
 of describing the PRC laws, rules, regulations, regulatory authorities, and any PRC entities
 or citizens under such rules, laws and regulations and other legal or tax matters in this
 annual report, excludes excluding, for the purpose of this annual report only,
 Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative
 Region;"

 Item
3. Key Information

 The
Holding Foreign Companies Accountable Act, page 4

 2.
 In
 future filings, please disclose the location of your auditor's headquarters. Similarly revise the related risk factor regarding
 the HFCAA on page 38.

 Response:
In response to the Staff's comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F
filings as follows (with additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates
and adjustments to be made in connection with any material developments of the subject matter being disclosed.

 2

 " D.
Risk Factors

 …

 Risks
Related to Doing Business in China

 …

 The
ADSs may be prohibited from being traded over the counter in the United States under the HFCAA if the SEC subsequently determines our
audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely. The prohibition from trading of the
ADSs, or the threat of their being prohibited from being traded, may materially and adversely affect the value of your investment.

 The
HFCAA was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered
public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years beginning in 2021, the SEC shall
prohibit our shares or the ADSs from being traded on a national securities exchange or in the OTC trading market in the United States.
 Our independent registered public accounting firm, ARK Pro CPA & Co is located in and organized under the laws of Hong Kong, a
jurisdiction where, at the time of the adoption of the HFCAA, the PCAOB was unable to conduct inspections without the approval of the
Chinese authorities.

 On
August 26, 2022, the PCAOB, the CSRC and the Ministry of Finance of the PRC signed the Statement of Protocol, which establishes a specific
and accountable framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China
and Hong Kong. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered
public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB Board vacated its previous 2021 determinations
that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and
Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting
firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our
auditor's control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans
to resume regular inspections, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The
PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the
PCAOB is unable to inspect and investigate completely registered public accounting firms located in mainland China and Hong Kong, or
if we fail to, among others, meet the PCAOB's requirements, including retaining a registered public accounting firm that the PCAOB
determines it is able to inspect and investigate completely, and upon two consecutive years of non-inspection under the HFCAA, our shares
and the ADSs will not be permitted for trading on a national securities exchange or the OTC trading market in the United States under
the HFCAA and related regulations. In that case, we cannot assure you that we will be able to list on a non-U.S. exchange or that a market
for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase
the ADSs when you wish to do so and have a negative impact on the price of the ADSs. Moreover, the HFCAA or other efforts to increase
U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price
of the ADSs could be adversely affected. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable
to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

 …

 3

 ITEM
16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered
by ARK Pro CPA & Co, our incumbent independent registered public accounting firm headquartered in Hong Kong , for the years
indicated. Save as disclosed below, we did not pay any other fees to our independent registered public accounting firm during the periods
indicated below."

 D.
Risk Factors

 Changes
in China's economic, political or social conditions or government policies could

 have
a material adverse effect on our business..., page 35

 3.
 We
 note you made changes to the disclosure on page 35 from what you previously disclosed in the Form F-1/A filed on February 3, 2021,
 regarding the legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there
 have been changes in the regulatory environment in the PRC since your initial registration statement that would warrant such revisions,
 which mitigate the challenges you face and related disclosures. In future filings, please restore your disclosure. For additional
 guidance, please refer to the Division of Corporation Finance's Sample Letter to China-Based Companies, issued December 2021
 and July 2023.

 Response:
In response to the Staff's comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F
filings as follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the
2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter
being disclosed.

 " D.
Risk Factors

 …

 Risks
Related to Doing Business in China

 Changes
in China's economic, political or social conditions or government policies could have a material adverse effect on our business
and operations.

 We
generate substantially all of our revenues from our operations in China. Accordingly, our business, results of operations, financial
condition, results of operations and prospects are influenced by economic, political and legal developments in China. Economic
reforms begun in the late 1970s have resulted in significant economic growth. Although the PRC government has been pursuing economic
reform policies for past decades, no assurance can be given that the PRC government will continue to pursue such policies or that such
policies may not be significantly altered. As a result, while However, any economic reform policies or measures in China may
from time to time be modified or revised. China's economy differs from the economies of most developed countries in many respects,
including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation
of resources. While the PRC economy has experienced significant growth in the past decades 30 years , growth
has still been uneven across different regions and among different economic sectors.

 4

 The
PRC government exercises significant control in regulating industrial development, allocation of natural and other resources,
production, pricing, management of currency, over China's economic growth through strategically allocating resources,
controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment
to particular industries or companies. Some of these measures may benefit the overall PRC economy, but may not benefit have
a negative effect on us. For example, our results of operations and financial condition and results of operations
may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past, the
PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures
may cause decreased economic activity in China, which may adversely affect our business and results of operations. In addition, the increased
global focus on social, ethical and environmental issues may lead to China's adoption of more stringent standards in these areas,
which may adversely impact the operations of China-based companies including us. We cannot predict whether changes in China's
economic or social conditions or government policies will adversely affect our business, results of operations and financial condition,
lead to reduction in demand for our solutions, or adversely affect our competitive position. Any adverse changes in economic
conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect
on the overall economic growth of China. Such developments could adversely affect our business, financial condition and results of operations,
lead to reduction in demand for our solutions and adversely affect our competitive position.

 Furthermore,
we, the VIE and its subsidiaries, and our investors may face uncertainty about future actions by the government of China that could significantly
affect the VIE and its subsidiaries' financial performance and operations, including the enforceability of the contractual arrangements.
As of the date of this annual report, neither we nor the VIE have received or have been denied permission from Chinese authorities to
list on U.S. exchanges. However, there is no guarantee that we or the VIE will receive or not be denied permission from relevant authorities
to list on U.S. exchanges in the future.

 Notes
to Consolidated Financial Statements

 Note
2. Summary of Significant Accounting Policies

 (s)
Revenue Recognition, page F-21

 4.
 We
 note that you provide services as an agent in provision of CPaaS platforms to customers and recognize the related revenue on a net
 basis. We further note you disclose the "gross amount of revenue from services as an agent" for each period presented.
 Please tell us how you considered whether your discussion of revenue on a gross basis presents a non-GAAP measure and tell us how
 you considered the guidance in Item 10(e)(ii)(c) of Regulation S-K and the Question 100.04 of the Non-GAAP C&DIs.

 Response:
The Company respectfully clarifies that the previously disclosed "gross amount of revenue" was intended as an operational
metric. In response to the Staff's comment, the Company respectfully undertakes to revise the relevant disclosure in its future
Form 20-F filings as follows (with deletions shown in strikethrough showing the changes against the disclosure in the 2024 Form 20-F),
subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

 " NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 …

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 …

 (s)
Revenue recognition

 …

 5

 CPaaS
revenues

 The
Company accounts for revenue from customers' usage of text message and voice call services on the Company's CPaaS p