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

 December
8, 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 December 4, 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 your proposed disclosure in response to prior comment 1. Please further revise your proposed disclosure to remove the exclusion
 of Hong Kong and Macau from the definition of "PRC" and "China." Revise to clearly state that all the legal
 and operational risks associated with having operations in the People's Republic of China (PRC) also apply to operations and
 entities in Hong Kong and Macau. This disclosure could appear in the definition itself or in an appropriate discussion of legal and
 operational risks. To the extent you do not have material operations in Hong Kong and/or Macau, as you indicate in your response,
 you may provide disclosure to this effect. However, we also note that you have two Hong Kong intermediate holding companies in your
 corporate structure and disclose income before taxes attributable to Hong Kong for fiscal year 2024 in your income tax disclosure
 on page F-49. Please provide us with proposed revised disclosures in your response.

 Response:
In response to the Staff's comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings. The
current definition of "China" and "PRC" will be replaced in its entirety with the following updated disclosure,
subject to further updates and adjustments for any material developments of the subject matter being disclosed:

 "INTRODUCTION

 …

 ● "China"
 or "PRC" refers to the People's Republic of China. For the avoidance of
 doubt, all the legal and operational risks associated with having operations in the People's
 Republic of China (PRC) also apply to operations and entities in Hong Kong and Macau. We
 do not have material operations in Hong Kong or Macau. Our Hong Kong intermediate holding
 companies have no substantive business activities, and any income or expenses attributable
 to Hong Kong are primarily from financial interest income and certain intermediary fees;"

 Item
3. Key Information

 The
Holding Foreign Companies Accountable Act, page 4

 2.
 In
 your response to prior comment 2 you provide proposed revised disclosure of the referenced risk factor and Item disclosures. Please
 confirm that you intend to provide similar disclosure in the Item 3 disclosures regarding The Holding Foreign Companies Accountable
 Act.

 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

 " ITEM
3. KEY INFORMATION

 …

 The
Holding Foreign Companies Accountable Act

 The
Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. Pursuant to the HFCAA and related regulations,
if we have filed an audit report issued by a registered public accounting firm that the PCAOB has determined that it is unable to inspect
and investigate completely, the SEC will identify us as a "Commission-Identified Issuer," and the trading of our securities
on any U.S. national securities exchanges, as well as any over-the-counter, or OTC, trading in the United States, will be prohibited
if we are identified as a Commission-Identified Issuer for two consecutive years. 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.
The related risks and uncertainties could cause the value of the ADSs to decline significantly or become worthless. For details, see
"- D. Risk Factors - Risks Related to Doing Business in China - The ADSs may be delisted from a U.S. exchange
and 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 delisting and prohibition from trading of
the ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your
investment."

 3

 If
you have any additional questions or comments regarding the 2024 Form 20-F, please contact Ms. Zhenzhen Bao at Baker & McKenzie LLP
by telephone at +86 13911966903 or via e-mail at Zhenzhen.Bao@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016
or via e-mail at Dan.Ouyang@bakermckenzie.com.

 Very
 truly yours,

 /s/
 Dan Ouyang

 Enclosures

 cc:

 Yipeng
Li, Chief Financial Officer, Cloopen Group Holding Ltd

 Zhenzhen
Bao, Esq., Partner, Baker & McKenzie LLP

 Wing
Wai Lai, Partner, ARK Pro CPA & Co

 4

December 8, 2025
Yipeng Li
Chief Financial Officer
Cloopen Group Holding Ltd
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing 100102
People's Republic of China
Re:Cloopen Group Holding Ltd
Form 20-F for Fiscal Year Ended December 31, 2024
Response dated November 21, 2025
Dear Yipeng Li:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

December 4, 2025
Yipeng Li
Chief Financial Officer
Cloopen Group Holding Ltd
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing 100102
People's Republic of China
Re:Cloopen Group Holding Ltd
Form 20-F for Fiscal Year Ended December 31, 2024
Response dated November 21, 2025
Dear Yipeng Li:
            We have reviewed your November 21, 2025 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 17, 2025 letter.
Form 20-F for Fiscal Year Ended December 31, 2024
Introduction, page ii
We note your proposed disclosure in response to prior comment 1. Please further
revise your proposed disclosure to remove the exclusion of Hong Kong and Macau
from the definition of "PRC" and "China." Revise to clearly state that all the legal and
operational risks associated with having operations in the People’s Republic of China
(PRC) also apply to operations and entities in Hong Kong and Macau. This disclosure
could appear in the definition itself or in an appropriate discussion of legal and
operational risks. To the extent you do not have material operations in Hong Kong
and/or Macau, as you indicate in your response, you may provide disclosure to this
effect. However, we also note that you have two Hong Kong intermediate holding
companies in your corporate structure and disclose income before taxes attributable to 1.

December 4, 2025
Page 2
Hong Kong for fiscal year 2024 in your income tax disclosure on page F-49. Please
provide us with proposed revised disclosures in your response.
Item 3. Key Information
The Holding Foreign Companies Accountable Act, page 4
2.In your response to prior comment 2 you provide proposed revised disclosure of the
referenced risk factor and Item disclosures. Please confirm that you intend to provide
similar disclosure in the Item 3 disclosures regarding The Holding Foreign Companies
Accountable Act.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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

September 17, 2025
Yipeng Li
Chief Financial Officer
Cloopen Group Holding Ltd
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing 100102
People's Republic of China
Re:Cloopen Group Holding Ltd
Form 20-F for Fiscal Year Ended December 31, 2024
Dear Yipeng Li:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.

September 17, 2025
Page 2
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.
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.
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.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

May 17, 2022

Changxun Sun
Chief Executive Officer
Cloopen Group Holding Limited 16/F Tower A, Fairmont Tower 33 Guangshun North Main Street
Chaoyang District, Beijing
People's Republic of China

Re: Cloopen Group Holding Limited
Form 6-K
Furnished May 3, 2022
File No . 001- 40004
Dear Mr. Sun:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Sincerely,

Division of Corporation Finance
Office of Technology

cc: Dan Ouyang, Wilson Sonsini

May 11, 2022

Changxun Sun
Chief Executive Officer
Cloopen  Group  Holding  Limited
16/F Tower A, Fairmont Tower
33 Guangshun  North  Main  Street
Chaoyang District, Beijing
People's Republic of China

Re: Cloopen Group Holding Limited
Form 6 -K
Furnish ed May  3, 2022
File No. 001 -40004
Dear Mr. Sun:

We have  reviewed  your filing  and have  the following  comment . In our comment, we ask
you to provide us with information so we may better understand your disclosure.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment  applies  to your facts and circumstances, p lease tell us why in your response.

After  reviewing  the information  you provide  in response  to this comment, we may have
additional comments.

Form 6 -K Furnished May 3, 2022

1. We note your disclosure that KPMG Huzahen LLP (“KPMG”) has resigned as the
Company’s independent registered accounting firm and advised the Company that they
identified irregularities related to certain customer transactions for prior years as well as
misc onduct of several employees, including fabricating certain documents.  Your
disclosure also states that the Company has not concluded on the potential implications
on its consolidated financial statements of previous years.   Please tell us whether KPMG
provided any communication regarding the materiality of the irregularities to the prior
period financial statements or for the ability of their audit reports on the prior period
financial statements to be relied upon.   To the extent KPMG provided any
communic ations about the ability of their audit reports on prior period financial
statements to be relied upon, please immediately amend the Form 6 -K to update this

 disclosure and provide clear and transparent disclosure about the impact to any prior
period financ ial statements .

In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

You may contact Joyce Sweene y, Senior Staff Accountant, at (202) 551 -3449 or
Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding
our comment .

Sincerely,

Division of Corporation Finance
Office of Technology

cc:  Dan Ouyang, Wilson Sonsini

CORRESP
1
filename1.htm

raas-corresp.htm

Unit 2901, 29F, Tower C

Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

People’s Republic of China

Phone: 86-10-6529-8300

Fax: 86-10-6529-8399

Website: www.wsgr.com

中国北京市朝阳区建国门外大街2号

银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

传真: 86-10-6529-8399

网站: www.wsgr.com

May 12, 2022

VIA EDGAR

Ms. Kathleen Collins

Ms. Joyce Sweeney

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Cloopen Group Holding Limited

Response to the Staff’s Comment on

Form 6-K

Furnished May 3, 2022

File No. 001-40004

Dear Ms. Collins and Ms. Sweeney,

On behalf of our client, Cloopen Group Holding Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated May 11, 2022 on the Company’s Form 6-K furnished May 3, 2022 (File No. 001-40004) (the “Form 6-K”). Concurrently with the submission of this letter, the Company is furnishing an amendment to the Form 6-K (the “Form 6-K/A”) via EDGAR to the Commission for review.

The Staff’s comment is repeated below in bold and is followed by the Company’s response.

1.

We note your disclosure that KPMG Huzahen LLP (“KPMG”) has resigned as the Company’s independent registered accounting firm and advised the Company that they identified irregularities related to certain customer transactions for prior years as well as misconduct of several employees, including fabricating certain documents. Your disclosure also states that the Company has not concluded on the potential implications on its consolidated financial statements of previous years. Please tell us whether KPMG provided any communication regarding the materiality of the irregularities to the prior period financial statements or for the ability of their audit reports on the prior period financial statements to be relied upon. To the extent KPMG provided any communications about the ability of their audit reports on prior period financial statements to be relied upon, please immediately amend the Form 6-K to update this.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊•桑西尼•古奇•罗沙迪律师事务所

austin        beijing        boston        brussels        hong kong        london        los angeles        new york        palo alto
san diego        san francisco        seattle        shanghai        washington, dc        wilmington, de

Page 2

The Company respectfully advises the Staff that, prior to its resignation, KPMG advised the Company that its audit opinions on the consolidated financial statements as of and for the years ended December 31, 2018, 2019 and 2020, and as of and for the nine-month period ended September 30, 2020 should not be relied upon. The Company further advises the Staff that it has furnished the Form 6-K/A via EDGAR to include such information.

***

Page 3

If you have any questions regarding the Form 6-K/A, please contact the undersigned by telephone at +86 138-1077-6653 or via e-mail at douyang@wsgr.com.

Very truly yours,

/s/ Dan Ouyang

Dan Ouyang

cc:

Changxun Sun, Chief Executive Officer, Cloopen Group Holding Limited

Yipeng Li, Chief Financial Officer, Cloopen Group Holding Limited

CORRESP
1
filename1.htm

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

2 Queen’s Road Central, Central

Hong Kong

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

U.S.A.

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre

1 Harbour View Street, Central

Hong Kong

As representatives of the prospective underwriters

VIA EDGAR

February 5, 2021

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Kathleen Collins

Ms. Jan Woo

Ms. Joyce Sweeney

Mr. Jeff Kauten

Re:

Cloopen Group Holding Limited (the “Company”)   (CIK No. 0001804583)

Registration Statement on Form F-1, as   amended (File   No. 333-252205)

Registration Statement on Form 8-A (File   No. 001-40004)

Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on February 8, 2021, or as soon thereafter as is practicable.

1

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between February 3, 2021 and the date hereof, copies of the Company’s Preliminary Prospectus dated February 3, 2021 were distributed as follows: approximately 29,173 copies to prospective underwriters, institutional investors, dealers and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

2

Very truly yours,

GOLDMAN SACHS   (ASIA) L.L.C.

By:

/s/ Dawei Huang

Name: Dawei Huang

Title: Managing   Director

As representative   of the prospective underwriters

[Signature Page to Acceleration Request]

Very truly yours,

CITIGROUP GLOBAL   MARKETS INC.

By:

/s/ Xinyu Liu

Name: Xinyu Liu

Title: Managing   Director

As representative   of the prospective underwriters

[Signature Page to Acceleration Request]

Very truly yours,

CHINA   INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

/s/ Xudong Yao

Name: Xudong Yao

Title: Managing   Director

As representative   of the prospective underwriters

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

February 5, 2021

VIA EDGAR

Ms. Kathleen Collins

Ms. Jan Woo

Ms. Joyce Sweeney

Mr. Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Cloopen Group Holding Limited (CIK No. 0001804583)

Registration Statement on Form F-1 (File No. 333-252205)

Registration Statement on Form 8-A (File No. 001-40004)

Dear Ms. Collins, Ms. Woo, Ms. Sweeney and Mr. Kauten,

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Cloopen Group Holding Limited (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1, as amended (the “F-1 Registration Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on February 8, 2021 or as soon thereafter as practicable.

The Company also requests that the registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the registration statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Cloopen Group Holding Limited

By:

/s/ Changxun Sun

Name:

Changxun Sun

Title:

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

Unit 2901, 29F, Tower C

Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

People’s Republic of China

Phone: 86-10-6529-8300

Fax: 86-10-6529-8399

Website: www.wsgr.com

中国北京市朝阳区建国门外大街2号

银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

传真: 86-10-6529-8399

网站: www.wsgr.com

Confidential

February 3, 2021

Ms. Kathleen Collins

Ms. Jan Woo

Ms. Joyce Sweeney

Mr. Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                           Cloopen Group Holding Limited (CIK No. 0001804583)

Response to the Staff’s Comments on

Amendment No. 1 to Registration Statement on Form F-1

Filed on January 29, 2021 (File No. 333-252205)

Dear Ms. Collins, Ms. Woo, Ms. Sweeney and Mr. Kauten,

On behalf of our client, Cloopen Group Holding Limited , a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 2, 2021 on the Company’s amendment No. 1 to registration statement on Form F-1 filed on January 29, 2021 (the “Amendment No. 1”). Concurrently with the submission of this letter, the Company is filing amendment No. 2 to registration statement on Form F-1 (the “Amendment No. 2”) and certain exhibits via EDGAR to the Commission.  To facilitate your review, we have separately delivered to you today five courtesy copies of the Amendment No. 2, marked to show changes to the Amendment No. 1, and two copies of the filed exhibits.

The Company will commence the marketing activities in connection with the offering shortly after the date hereof. The Company plans to request the Staff’s declaration of the effectiveness of the Registration Statement on or about February 8, 2021, and would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No. 2 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 2.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊  ·  桑西尼  ·  古奇  ··罗沙迪律师事务所

AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
 SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

Prospectus Summary

The Offering, page 10

1.              We note that the number of ordinary shares that will be issued and outstanding on an as-converted basis as of the date of this prospectus includes 21,475,868 pre-offering Class A  ordinary shares related to the exercise of options under the 2016 share incentive plan. You state on page 86 that such shares will be subject to restrictions on transfer and repurchase by the company under certain circumstances. Please address the following as it relates to such shares:

·                Reconcile for us 21,475,868 options that were exercised to the 13,925,552 options that are exercisable at September 30, 2020 as disclosed on page F-107 and explain when such options became exercisable;

The Company respectfully advises the Staff that the reconciliation from 21,475,868 options, that were exercised as disclosed on page 86 to the 13,925,552 options that are exercisable as of September 30, 2020, as disclosed on page F-107, is as follows:

Number of options

Options exercisable   as of September 30, 2020

13,925,552

-   Options exercisable as of   September 30, 2020, of which the holders did not elect to exercise at   the IPO

(2,624,582

)

Options   exercisable as of September 30, 2020, of which the holders elected to exercise   on January 25, 2021 (a)

11,300,970

+  Options granted but unvested as of   September 30, 2020, and were subsequently vested and exercised on   January 25, 2021 (b)

329,167

+  Options granted but unvested as of   September 30, 2020 and the vesting was accelerated that the options were   exercised on January 25, 2021, which may be repurchased by the Company   in case of termination of employment (c)

6,685,721

+  Options granted in December 2020 and   January 2021, and the vesting was accelerated that the options were   exercised on January 25, 2021, which may be repurchased by the Company   in case of termination of employment (d)

3,160,010

Pre-offering   Class A ordinary shares that will be issued prior to the completion of   this offering underlying the exercised options under the 2016 share incentive   plan

21,475,868

·                Clarify whether the terms of any options were changed to allow for early exercise. If so, tell us how you accounted for such modification and revise your disclosures as necessary;

The Company respectfully advises the Staff that the options (a) and (b) in the above table, were vested based on the original vesting schedule and then exercised on January 25, 2021.  There was no modification on the above options (a) or (b).  Further, while the terms of the options for (c) and (d) were changed to allow for early exercise, the change of terms  also provided the Company with the right to repurchase the ordinary shares at the original exercise price, to the extent any remains unvested based on the original vesting schedule, in case of termination of employment. As a result, the accelerated vesting of the options (c) and (d) is not regarded as a modification from accounting perspective.

2

·                Tell us when the options were exercised and to the extent necessary, include a discussion of such exercise in your interim period subsequent event footnote disclosures;

The Company respectfully advises the Staff that 21,475,868 options were exercised on January 25, 2021. The accounting impact includes (i) exercise of 11,630,137 fully vested  options into ordinary shares on January 25, 2021, which will be treated as outstanding from January 25, 2021 in the Company’s calculation of weighted average shares outstanding in calculating EPS; and (ii) exercise price received from the employees of the 9,845,731 pre-offering Class A ordinary shares. The Company concluded not to disclose such option exercise in the subsequent footnote disclosure because they are not material.

·                Explain why the ordinary shares have not yet be issued;

The Company respectfully advises the Staff that all the 21,475,868 ordinary shares were issued as of the date of this submission and the delay between exercise and issuance of shares were due to certain administrative process for issuance of shares such as preparing share issuance documentations.

·                Revise your description of the 2016 Plan on page 191 to explain any restrictions on the ordinary shares upon exercise, the nature of the restrictions and whether such restrictions will remain in effect following the offering;

In response to the Staff’s comment, the Company has revised the disclosure on page  190 of the Amendment No. 2.

·                Explain why you factor these shares in the number of ordinary shares outstanding at the time of the offering in your Prospectus Summary but not for purposes of your pro forma Capitalization or Dilution disclosures; and tell us how you considered these shares for purposes of your pro forma loss per share calculation.

The Company included the 21,475,868 ordinary shares in the disclosure of the number of ordinary shares outstanding at the time of the offering in the Prospectus Summary because those shares are considered legally outstanding.

The Company respectfully advises the Staff that, the pro forma impact of the exercise of the 11,630,137 options are not material and the Company concluded not to include these shares in the pro forma capitalization or dilution disclosures or the pro forma loss per share calculation.

The ordinary shares exercised on the 9,845,731 options provided the Company with the right to repurchase the ordinary shares at the original exercise price, to the extent any remains unvested based on the original vesting schedule, in case of termination of employment and as discussed above  are not deemed outstanding.  Accordingly, the 9,845,731 options are excluded from the pro forma  capitalization, the  dilution disclosures and the pro forma loss per share calculation.

In response to the Staff’s comment, the Company has revised the disclosure on pages 14, 15, 85, 86 and 98 of the Registration Statement.

2.              Please tell us whether the 6,410,750 ordinary shares that were issued to management upon the exercise of options were granted under the 2016 or 2021 Share Incentive Plan. In this regard, it appears from your disclosures on page 193 that such shares were issued under the new 2021 Plan. If not, please revise as necessary. Also, clarify whether these shares are included in the 21,475,868 exercised options noted above. If not, tell us when these options were granted and exercised and revise your subsequent event footnote disclosures accordingly. Lastly, tell us whether additional compensation expense will be recognized related to such awards and if so, your consideration to include such shares and any related expense in your pro forma disclosures.

The Company respectfully advises the Staff that such 6,410,750 ordinary shares were issued due to exercise of options under the 2016 Plan. These shares were included in the 21,475,868 ordinary shares noted in the Company's response to  Comment 1. No additional compensation expense will be recognized, because there was no modification accounting and/or they were already vested upon the exercise of the options.  As a result, the Company concluded not to revise the subsequent event footnote.

3

Summary Consolidated Financial and Operating Data, page 15

3.              We note that during the fourth quarter of fiscal 2020, you recorded RMB23,218,856 related to the waiver of Mr. Sun’s subscription receivable. Please tell us your consideration to include this transaction in your pro form per share calculations as well as your Capitalization information or at a minimum, revise to include a discussion of this transaction in the footnotes to these tables.

In response to the Staff’s comment, the Company has revised the pro form per share calculation and capitalization information to include the impact of the waiver of Mr. Sun’s subscription on pages 14, 15, 83 and 98 of the Registration Statement.

Notes to Consolidated Financial Statements

Note 14. Share-based Compensation, page F-42

4.              We note that you revised the amount of unrecognized share-based compensation at December 31, 2019 for you restricted share awards from RMB123,538,274 to RMB58,444,286. Please explain to us the basis for this change and clarify whether the RMB15.1 million and RMB32.4 million of share-based compensation recognized during the year ended December 31, 2019 and the nine months ended September 30, 2020, respectively, was based off of the RMB123.5 million valuation or the RMB73.5 million valuation as disclosed in response to prior comment 1. In your response, please provide the calculations that support the compensation expense recognized in each period.

Please explain to us the basis for this change

When the Company updated its pro forma and capitalisation table with reference to the unrecognized  share-based compensation disclosure included in the financial statements for the year ended December 31, 2019 and the nine-month period ended September 30, 2020, the Company noted an error in the total unrecognized compensation expense related to restricted ordinary shares as of December 31, 2019, which did not affect the grant date valuation nor the amount of share-based compensation recognized in each period.

To correct the error, the Company revised the amount of unrecognized share-based compensation at December 31, 2019 for the restricted ordinary shares from RMB123.5 million to RMB58.4 million.

Clarify whether the RMB15.1 million and RMB32.4 million of share-based compensation recognized during the year ended December 31, 2019 and the nine months ended September 30, 2020, respectively, was based off of the RMB123.5 million valuation or the RMB73.5 million valuation as disclosed in response to prior comment 1.

The Company respectfully advises the Staff that the revision is not related to the grant date valuation of share-based compensation, and the RMB15.1 million and RMB32.4 million of share-based compensations recognized during the year ended December 31, 2019 and the nine months ended September 30, 2020 for the 8,154,893 restricted ordinary shares were based on the RMB73.6 million valuation as disclosed in response to prior comment 1 dated on January 29, 2021.

4

In your response, please provide the calculations that support the compensation expense recognized in each period.

The reconciliation and calculations of share-based compensation expenses recognised for the year ended December 31, 2018 and 2019 and the nine months ended September 30, 2020 are as follows:

Unrecognised share-based   compensation for restricted ordinary shares

Year ended
   December 31, 2019

Nine months ended
   September 30, 2020

RMB million

RMB million

Opening balance

—

58.5

**

Fair value of   restricted ordinary shares

73.6

*

34.0

**

Amount   recognised as expenses during the year/period for:

- 8,154,893   restricted ordinary shares issued in 2019 (1)

(15.1

)*

(32.4

)*

- 3,706,745 restricted   ordinary shares issued in 2020 (2)

—

(34.0

)

- Subtotal

(15.1

)**

(66.4

)**

Exchange   adjustment

—

0.7

Closing balance

58.5

**

26.8

**

*            Amount disclosed in the response to prior comment 1.

**     Amount disclosed in share-based compensation footnote in the financial statements for the year ended December 31, 2019 and the nine months ended September 30, 2020.

(1)         The 8,154,893 restricted ordinary shares were subject to a graded vesting schedule that 1/3 of the ordinary shares vest on the first anniversary of August 28, 2019 with the remaining 2/3 vesting evenly over the next two years. Such restricted shares are also subject to immediate vesting upon the Company’s completion of a qualified IPO.

As derived from the above vesting schedule, 20% (equivalent to US$2.2 million or RMB15.1 million), 43% (equivalent to US$4.6 million or RMB32.4 million) and 37% (equivalent to US$4.0 million or RMB26.8 million) of the total share-based compensation (ie US$10.8 million or RMB73.6 million) are recognized as expenses during the year ended December 31, 2019, during the nine months ended September 30, 2020 and afterward, respectively.

(2)         Under the original vesting terms, the 3,706,745 restricted ordinary shares were subject to a graded vesting that 1,853,373 restricted ordinary shares will vest on March 25, 2021 and the remaining 1,853,372 restricted ordinary shares will vest evenly over the next twelve months.

In July 2020, the Company accelerated the vesting of 3,706,745 restricted shares so that all the restricted shares vested immediately. The Company accounted for the modification as a Type I (probable-to-probable) modification. Such a modification resulted in the unrecognized share-based compensation expense to be recognized as expenses at the time of the modification. As a result, the whole amount of share-based compensation of RMB34.0 million was recognized during the nine months ended September 30, 2020.

Exhibits

5.              Please revise the deposit agreement and form of ADS to clarify that the jury trial waiver provision applies to claims under the securities laws

United States securities and exchange commission logo
February 2, 2021
Changxun Sun
Chief Executive Officer
Cloopen Group Holding Limited
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing
People's Republic of China
Re:Cloopen Group Holding Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed January 29, 2021
File No. 333-252205
Dear Mr. Sun:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 26, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
The Offering, page 10
1.We note that the number of ordinary shares that will be issued and outstanding on an as-
converted basis as of the date of this prospectus includes 21,475,868 pre-offering Class A
ordinary shares related to the exercise of options under the 2016 share incentive plan.
You state on page 86 that such shares will be subject to restrictions on transfer and
repurchase by the company under certain circumstances.  Please address the following as
it relates to such shares:

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 February 2, 2021 Page 2
 FirstName LastNameChangxun Sun
Cloopen Group Holding Limited
February 2, 2021
Page 2

•Reconcile for us 21,475,868 options that were exercised to the 13,925,552 options
that are exercisable at September 30, 2020 as disclosed on page F-107 and explain
when such options became exercisable;
•Clarify whether the terms of any options were changed to allow for early exercise.  If
so, tell us how you accounted for such modification and revise your disclosures as
necessary;
•Tell us when the options were exercised and to the extent necessary, include a
discussion of such exercise in your interim period subsequent event footnote
disclosures;
•Explain why the ordinary shares have not yet be issued;
•Revise your description of the 2016 Plan on page 191 to explain any restrictions on
the ordinary shares upon exercise, the nature of the restrictions and whether such
restrictions will remain in effect following the offering;
•Explain why you factor these shares in the number of ordinary shares outstanding at
the time of the offering in your Prospectus Summary but not for purposes of your pro
forma Capitalization or Dilution disclosures; and
•Tell us how you considered these shares for purposes of your pro forma loss per share
calculation.
2.Please tell us whether the 6,410,750 ordinary shares that were issued to management upon
the exercise of options were granted under the 2016 or 2021 Share Incentive Plan.  In this
regard, it appears from your disclosures on page 193 that such shares were issued under
the new 2021 Plan.  If not, please revise as necessary.  Also, clarify whether these shares
are included in the 21,475,868 exercised options noted above.  If not, tell us when these
options were granted and exercised and revise your subsequent event footnote disclosures
accordingly.  Lastly, tell us whether additional compensation expense will be recognized
related to such awards and if so, your consideration to include such shares and any related
expense in your pro forma disclosures.
Summary Consolidated Financial and Operating Data, page 15
3.We note that during the fourth quarter of fiscal 2020, you recorded RMB23,218,856
related to the waiver of Mr. Sun's subscription receivable. Please tell us your
consideration to include this transaction in your pro form per share calculations as well as
your Capitalization information or at a minimum, revise to include a discussion of this
transaction in the footnotes to these tables.
Notes to Consolidated Financial Statements
Note 14. Share-based Compensation, page F-42
4.We note that you revised the amount of unrecognized share-based compensation at
December 31, 2019 for you restricted share awards from RMB123,538,274 to
RMB58,444,286.  Please explain to us the basis for this change and clarify whether the
RMB15.1 million and RMB32.4 million of share-based compensation recognized during

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 February 2, 2021 Page 3
 FirstName LastName
Changxun Sun
Cloopen Group Holding Limited
February 2, 2021
Page 3
the year ended December 31, 2019 and the nine months ended September 30, 2020,
respectively, was based off  of the RMB123.5 million valuation or the RMB73.5 million
valuation as disclosed in response to prior comment 1.  In  your response, please provide
the calculations that support the compensation expense recognized in each period.
Exhibits
5.Please revise the deposit agreement and form of ADS to clarify that the jury trial waiver
provision applies to claims under the securities laws.
            You may contact Joyce Sweeney, Senior Staff Accountant, at (202) 551-3449 or
Kathleen Collins, Accounting Branch Chief at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Dan Ouyang

CORRESP
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filename1.htm

Unit 2901,   29F, Tower C

Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

People’s Republic of China

Phone: 86-10-6529-8300

Fax: 86-10-6529-8399

Website:   www.wsgr.com

中国北京市朝阳区建国门外大街2号

银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

传真: 86-10-6529-8399

网站: www.wsgr.com

CONFIDENTIAL TREATMENT REQUESTED

BY CLOOPEN GROUP HOLDING LIMITED: RAAS-001

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION SUBMITTED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. THE OMITTED PORTIONS ARE BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION.

Via EDGAR and Email

February 1, 2021

Ms. Kathleen Collins

Ms. Jan Woo

Ms. Joyce Sweeney

Mr. Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                           Cloopen Group Holding Limited (CIK No. 0001804583)

Response to the Staff’s Comments on

Registration Statement on Form F-1 Filed on January 19, 2021 (File No. 333-252205)

Dear Ms. Collins, Ms. Woo, Ms. Sweeney and Mr. Kauten,

On behalf of our client, Cloopen Group Holding Limited , a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we hereby submit this letter in response to comment 2 of the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 26, 2021, regarding the Company’s registration statement on Form F-1 filed on January 19, 2021 (the “ Registration Statement”).

Due to the commercially sensitive nature of information contained herein, this letter is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊 ·  桑西尼  ·  古奇  · 罗沙迪律师事务所

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO
 SAN DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

CONFIDENTIAL TREATMENT REQUESTED

BY CLOOPEN GROUP HOLDING LIMITED: RAAS-001

For the convenience of the Staff, we have recited the relevant comment from the Staff in bold and have followed the comment with the Company’s response.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Share-based compensation, page 113

2.              We note you response to prior comment 3. We will complete our analysis of this comment once we receive the estimated preliminary price range and the company has provided an analysis of any increases from the ordinary per share values used to fair value your option grants to the midpoint of the IPO price range. Please provide any changes in the company’s enterprise value subsequent to the July 2020 valuation in your analysis.

Recent historical developments of valuation of ordinary shares

The recent historical developments of the valuation of the Company’s ordinary shares, par value US$0.0001 per share (the “ordinary shares”), are summarized as below based on the determination made by the Company’s management utilizing, unless otherwise specified, discounted cash flow valuation model for the enterprise value determination, and a combination of probability-weighted expected return method and option-pricing method for valuation allocation to derive the fair value of ordinary shares. The management’s fair value determination was prepared with the assistance of an independent valuer.

Transaction

Transaction
   date

Number
   of
   ordinary
   shares

Fair
   value of
   ordinary
   shares
   (US$ per
   share)

Aggregate
   value of
   ordinary
   shares
   (US$ in
   thousands)

Enterprise
   value (US$
   in
   thousands)

Five-
   year
   average
   revenue
   growth
   rate

Discount
   rate

Probability
   of the IPO

DLOM

Consummation
   period of the
   IPO (Years)

Issuance of ordinary shares for purchase of non-controlling interests(1)

Jul   15, 2020

97,890,408

1.31

128,236

370,000

34.00

%

15.90

%

55

%

20.00

%

0.62

Grant of options

Jul   15, 2020

97,890,408

1.31

128,236

370,000

34.00

%

15.90

%

55

%

20.00

%

0.62

Grant of options

Sep   1, 2020 — Sep 21, 2020

97,890,408

1.68

*

164,456

458,400

34.00

%

14.90

%

55

%

14.10

%

0.41

Issuance of series F preferred shares

Nov   13, 2020

97,890,408

2.65

**

259,410

763,000

52.55

%

14.50

%

90

%

10.00

%

0.29

Grant of options

Dec   23, 2020 — Jan 8, 2021

97,890,408

5.32

***

520,777

1,520,000

66.00

%

13.80

%

90

%

5.00

%

0.16

Issuance of ordinary shares for purchase of non-controlling interests(2)

Jan   15, 2021

99,314,720

5.32

***

528,354

1,520,000

66.00

%

13.80

%

90

%

5.00

%

0.16

Grant of options

Jan   25, 2021

99,314,720

6.79

674,347

1,950,000

74.00

%

13.70

%

95

%

2.00

%

0.09

*                                            The factors that contributed to the increase in the fair value of ordinary shares, including a decrease in the discount rate and a reduction of the consummation period of the Company’s initial public offering (“IPO”) based on management’s most recent estimate on the IPO process,  have been disclosed in the response letter dated December 21, 2020 to the Staff (the “December Letter”). Fair value determination of underlying ordinary shares for share options granted in September 2020 had not been finalized at the time when the Company submitted the December Letter and was subsequently updated from US$1.51 per share to US$1.68 per share, considering the change of enterprise value as of the valuation date. US$1.68 per share was utilized in assessing the fair value of options granted in September 2020 and reflected in the Company’s financial results for the nine months ended September 30, 2020, which was included in the Registration Statement.

**                                        The valuation on November 13, 2020 primarily relied on the market approach, utilizing a back-solve method, to determine the implied total enterprise value and fair value of the ordinary shares of the Company. The back-solve method takes into account the economic rights of series F preferred shares, the issuance of which was deemed to be an arms’-length transaction in respect of the participation of unaffiliated investors, in relation to the rights of other equity securities of the Company.

***                                    Management had not completed the fair value analysis of underlying ordinary shares relating to share options granted between December 23, 2020 and January 8, 2021 when the Registration Statement was filed to the Commission on January 19, 2021. The fair value was updated from US$3.47 per share to US$5.32 per share as of the date of this letter, as the Company’s enterprise value was updated from US$10.00 billion to US$15.20 billion based on the further valuation analysis performed.

For the options granted from December 23, 2020 through January 8, 2021, the Company determined the fair value of underlying ordinary shares to be the same as those ordinary shares subsequently issued for purchase of non-controlling interests of Cloopen Japan Co., Ltd. (i.e., US$5.32 per share) on January 15, 2021 due to the proximity in timing of these transactions and the absence of any business milestone during this period of time.

(1)                                      Includes non-controlling interests in Beijing Ronglian Huitong Technology Information Co., Ltd., Beijing Ronglian Guanghui Technology Co., Ltd., and Shenzhen Zhongtian Wangjing Technology Co., Ltd.

(2)                                      Includes non-controlling interests in Cloopen Japan Co., Ltd.

2

CONFIDENTIAL TREATMENT REQUESTED

BY CLOOPEN GROUP HOLDING LIMITED: RAAS-001

July 15 to September 21, 2020.  The fair value of ordinary shares increased from US$1.31 per share on July 15, 2020 to US$1.68 per share on September 21,2020, primarily due to changes in the key assumptions used in the valuation model while the Company’s business operations remained stable during this period time. The key valuation assumptions include (1) a decrease in the discount rate deployed in the valuation models from 15.90% to 14.90% due to the changes of market inputs including comparable companies data used in estimating these inputs, (2) a reduction of the consummation period of the Company’s IPO from 0.62 years to 0.41 year based on the management’s then-current estimate of the IPO process, and (3) a decrease in the discount for lack of marketability (the “DLOM”) from 20.00% to 14.10% with the approaching of the IPO date, following which a liquid public market for the Company’s American depositary shares representing Class A ordinary shares (“ADSs”) is expected to develop.

September 21 to November 13,2020.  When estimating the fair value of the ordinary shares (i.e., US$2.65) on November 13, 2020, the Company considered the transaction price of series F preferred shares of US$2.8814 was the best evidence of the Company’s valuation in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, as for privately held enterprises, cash exchanged in arm’s-length cash transactions with unrelated parties for issuances of equity securities is an observable input. Considering the differences in rights and preferences between series F preferred shares and the ordinary shares, the Company used the transaction price of series F preferred shares to derive the fair value of the ordinary shares at US$2.65 per share.

Further, the Company performed a supplemental analysis under income approach to ascertain that the increase in the fair value of ordinary shares to US$2.65 per share on November 13, 2020 was reasonable. The increase was primarily due to (1) an increase in the probability of the IPO from 55% to 90% contemporaneously with the Company’s completion of its first confidential submission to the Commission, (2) an increase in the present value of discounted cash flow with an increase in average revenue growth rate from 34.00% to 52.55%, as a result of (i) more favorable financial projections in anticipation of the capital injection and commercial opportunities backed by incoming series F investors, and (ii) the organic growth of the Company’s business supported by its increasingly comprehensive business portfolio and customer base, especially with respect to AI-based “virtual counter” solutions for financial services industry and computer vision-enabled video solutions for industrial manufacturing industry, (3) a decrease in the discount rate from 14.90% to 14.50% due to the changes of market inputs including comparable companies data used in estimating these inputs, and (4) a decrease in the DLOM from 14.10% to 10.00% with the approaching of the IPO date, following which a liquid public market for the ADSs is expected to develop.

November 13 to January 15, 2021. The fair value of ordinary shares further increased to US$5.32 per share on January 15, 2021, primarily due to (1) a decrease in the discount rate from 14.50% to 13.80% driven by the approaching of the IPO date, following which there is expected to be a lower investment risk as the Company expects to achieve better and more robust corporate governance, financial reporting and information disclosure, (2) an increase in the present value of discounted cash flow with an increase in average revenue growth rate from 52.55% to 66.00%, as a result of more favorable financial projections following (i) the closing of the Company’s series F financing, where the Company deepened its strategic  collaboration with series F investors to further build up its presence among large-enterprise customers, and (ii) the Company’s acquisition of the non-controlling interests in Cloopen Japan Co., Ltd. and expansion plan to enter into other select overseas markets in Southeast Asia, which allows it to explore the broader market overseas, and (3) a decrease in the DLOM from 10.00% to 5.00% with the approaching of the IPO date, following which a liquid public market for the ADSs is expected to develop.

3

CONFIDENTIAL TREATMENT REQUESTED

BY CLOOPEN GROUP HOLDING LIMITED: RAAS-001

January 15 to January 25, 2021.The fair value of the ordinary shares further increased to US$6.79 per share on January 25, 2021, primarily due to (1) an increase in overall financial projections of the Company due to an increase in average revenue growth rate from 66.00% to 74.00%, as a result of expected proceeds from the IPO to facilitate future business expansion and market penetration, (2) a slight decrease in the discount rate from 13.80% to 13.70% due to market inputs changes, (3) an increase in the probability of the IPO from 90% to 95%, and (4) a decrease in the DLOM from 5.00% to 2.00% with the approaching of the IPO date, following which a liquid public market for the ADSs is expected to develop.

Further, the Company performed a supplemental analysis to reconcile the valuation as of January 25, 2021 to the implied enterprise value determined with reference to the IPO Mid-point Price as elaborated below, and ascertained that the respective historical fair values of ordinary share were reasonable.

Further development from valuation applied on January 25, 2021 to IPO Mid-point Price

The Company respectfully advises the Staff that the Company preliminarily anticipates a price range of US$[***] to US$[***] per share (the “IPO Price Range”) for its IPO, resulting in a mid-point of the IPO Price Range of US$[***] per share (the “IPO Mid-point Price”). As is typical in IPOs, the IPO Price Range was not derived by a valuation model , but was determined by discussions between the Company and the underwriters.  The IPO Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and prospects, performance of recent initial public offerings and inputs received from the lead underwriters. The actual bona fide price range has not yet been determined and remains subject to adjustment based on further discussions between the Company and the lead underwriters, developments in the Company’s business, market conditions and other factors that are outside of the Company’s control. The actual price range will be reflected in an amendment to the Registration Statement that will be filed before the commencement of the roadshow and will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

The further development from the valuation applied on January 25, 2021 of US$6.79 per share to the IPO Mid-point Price is attributed primarily to the following factors.

Company or market-related factors

·                  The holders of the Company’s preferred shares currently enjoy substantial economic rights and preferences that are senior to the rights of the holders of its ordinary shares. The anticipated IPO price range described assumes the conversion and re-designation of all of the preferred shares into

CORRESP
1
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Unit 2901, 29F, Tower C

Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

People’s Republic of China

Phone: 86-10-6529-8300

Fax: 86-10-6529-8399

Website: www.wsgr.com

中国北京市朝阳区建国门外大街2号

银泰中心写字楼C座29层2901室

邮政编码: 100022

电话: 86-10-6529-8300

传真: 86-10-6529-8399

网站: www.wsgr.com

Confidential

January 29, 2021

Ms. Kathleen Collins

Ms. Jan Woo

Ms. Joyce Sweeney

Mr. Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Cloopen Group Holding Limited (CIK   No. 0001804583)

Response to the Staff’s Comments on

Registration Statement on Form F-1 Filed on   January 19, 2021 (File No. 333-252205)

Dear Ms. Collins, Ms. Woo, Ms. Sweeney and Mr. Kauten,

On behalf of our client, Cloopen Group Holding Limited , a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 26, 2021 on the Company’s registration statement on Form F-1 filed on January 19, 2021 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing amendment No.1 to its Registration Statement (the “Amendment No.1”) and certain exhibits via EDGAR to the Commission.

To facilitate your review, we have separately delivered to you today five courtesy copies of the Amendment No.1, marked to show changes to the Registration Statement, and two copies of the filed exhibits.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No.1where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.1.

Summary Consolidated Financial and Operating Data, page 14

1.                 Please explain further the RMB58,444,286 and reversal of RMB32,404,591 of share-based compensation expense for fiscal 2019 and the nine months ended September 30, 2020, respectively that were used to determine your pro forma net loss per share. Tell us how these  amounts were determined and the specific guidance in Article 11 that you applied in determining the appropriateness of such adjustments. Also, considering there are numerous items impacting your pro forma net loss per share calculations, please revise to include a tabular reconciliation of the pro forma weighted average number shares and net loss used in such calculations.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊  ··桑西尼·· 古奇·· 罗沙迪律师事务所

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO
 SAN DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

The Company respectfully advises the Staff that on August 28, 2019, 8,154,893 ordinary shares held by Cloopen Co., Ltd. a company wholly-owned by Mr. Changxun Sun (the Company’s Chairman and CEO), became restricted with a graded vesting as to 1/3 of the ordinary shares vest on the first anniversary of August 28, 2019 with the remaining 2/3 vesting evenly over the following two years. Such restricted shares are also subject to immediate vesting upon the Company’s completion of a qualified IPO. The grant date fair value of such restricted shares was RMB73,571,042 of which RMB15,126,756 and RMB32,404,591 share based compensation expense were recognized in the year ended December 31, 2019 and the nine months ended September 30, 2020, respectively.  The unrecognized share based compensation expenses related to restricted ordinary shares as of December 31, 2019 amounted to RMB58,444,286 and, as stated above the recognized share based compensation during the nine months ended September 30, 2020 was RMB32,404,591. The Company considered the guidance in Financial Reporting Manual as issued by Division of Corporation Finance 3230.3 Pro forma adjustments should be computed assuming the transaction occurred at the beginning of the fiscal year presented and carried forward through any interim period presented and pro forma loss per share is calculated assuming: (i) the unrecognized share based compensation expenses in RMB58,444,286 was fully recognized on a pro forma basis in 2019; and (ii) RMB32,404,591 share based compensation expenses was reversed in the nine months ended September 30, 2020 as the pro forma loss per share  assumed such expenses had all been recognized on a pro forma basis in the year ended December 31, 2019.

In determining whether to include such adjustments in the determination of pro-forma net loss, the Company considered the guidance in Article 11 of Regulation S-X, Presentation requirements (8) Consummation of other events or transactions has occurred or is probable for which disclosure of pro forma financial information would be material to investors. As the pro forma impact of the share-based compensation expense associated with the awards which will be fully vested upon the consummation of the Company’s IPO is material to investors, the Company believes that it is appropriate to include such adjustments in its pro forma loss per share presentation.  Supplementary, the Company respectively advises the Staff that based on an updated valuation of the ordinary shares issued to purchase the non-controlling interest in a subsidiary in Japan in January 2021, the Company determined the related pro forma loss per share impact to be material.  As a result, the Company revised the pro forma loss per share calculation assuming (i) the share based compensation expenses in RMB21,525,669 and nil had been recognized on a pro forma basis in the year ended December 31, 2019 and the nine months ended September 30, 2020, respectively; and (ii) 1,424,312 ordinary shares issued in January 2021 had been outstanding on a pro forma basis since January 1, 2019.

Further, in response to the Staff’s comment, the Company has added the tabular reconciliation of pro forma net loss per share on page 16 and Page 99 of the Amendment No.1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Share-based compensation, page 113

2.                 We note you response to prior comment 3. We will complete our analysis of this comment once we receive the estimated preliminary price range and the company has provided an analysis of any increases from the ordinary per share values used to fair value your option  grants to the midpoint of the IPO price range. Please provide any changes in the company’s enterprise value subsequent to the July 2020 valuation in your analysis.

2

The Company respectfully advises the Staff that it will separately submit a response to this comment to the Staff.

Annual Consolidated Financial Statements, page F-1

3.                 We note your revised disclosure in Note 20 regarding various related party transactions. Please revise to disclose related party information on the face of your financial statements. Refer to Rule 4-08(k)(1) of Regulation S-X.

In response to the Staff’s comment, the Company has revised the disclosure on F-3, F-5, F-63 and F-65 of the Amendment No.1.

Note 14. Share-based compensation

Restricted Ordinary Shares, page F-43

4.                 Based on the information provided in response to prior comment 2, it appears that the 1,700,000 restricted shares owned by Mr. Xianguang Li are not included in the total unvested restricted ordinary shares outstanding at December 31, 2019 and September 30, 2020 as disclosed in your financial statement footnotes. Please explain or revise your disclosures accordingly.

The Company respectfully advises the Staff that Mr. Xiaoguang Li is a non-employee founder of the Company and, accordingly, the 1,700,000 restricted ordinary shares beneficially owned by him are not included in the total unvested restricted ordinary shares outstanding and held by the Company’s employees as of December 31, 2019 and September 30, 2020 as disclosed in the financial statement footnote for share-based compensation. In response to the Staff’s comment, the Company has added disclosure that there were additional 1,700,000 restricted ordinary shares outstanding and held by a non-employee on pages F-43 and F-106 of the Amendment No.1.

Interim Financial Statements

Note 21. Subsequent Events

(c) Waiver of subscription receivable from shareholder, page F-122

5.                 Please revise to disclose the amount of compensation expense that will be recorded related to the waiver of Mr. Sun’s subscription receivable. Refer to ASC 855-10-50-2(b).

In response to the Staff’s comment, the Company has revised the disclosure on F-59 and F-124 of the Amendment No.1.

***

3

If you have any questions regarding the Amendment No.1, please contact the undersigned by telephone at +86-10-6529-8308 or via e-mail at douyang@wsgr.com. Questions pertaining to auditing matters may be directed to Johnny Lei, the partner at KPMG Huazhen LLP, by telephone at +86-10-8508-7213, or via e-mail at johnny.lei@kpmg.com. KPMG Huazhen LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Dan Ouyang

Dan Ouyang

Enclosures

cc:

Changxun Sun,   Chief Executive Officer, Cloopen Group Holding Limited

Yipeng Li, Chief   Financial Officer, Cloopen Group Holding Limited

Robert G.   Day, Esq., Wilson Sonsini Goodrich & Rosati, Professional   Corporation

Johnny Lei, Partner, KPMG   Huazhen LLP

Z. Julie   Gao, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

4

United States securities and exchange commission logo
January 26, 2021
Changxun Sun
Chief Executive Officer
Cloopen Group Holding Limited
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing
People's Republic of China
Re:Cloopen Group Holding Limited
Registration Statement on Form F-1
Filed January 19, 2021
File No. 333-252205
Dear Mr. Sun:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 5, 2021 letter.
Registration Statement on Form F-1
Summary Consolidated Financial and Operating Data, page 14
1.Please explain further the RMB58,444,286 and reversal of RMB32,404,591 of share-
based compensation expense for fiscal 2019 and the nine months ended September 30,
2020, respectively that were used to determine your pro forma net loss per share.  Tell us
how these amounts were determined and the specific guidance in Article 11 that you
applied in determining the appropriateness of such adjustments.  Also, considering there
are numerous items impacting your pro forma net loss per share calculations, please revise
to include a tabular reconciliation of the pro forma weighted average number shares and

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 January 26, 2021 Page 2
 FirstName LastName
Changxun Sun
Cloopen Group Holding Limited
January 26, 2021
Page 2
net loss used in such calculations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Share-based compensation, page 113
2.We note you response to prior comment 3. We will complete our analysis of this comment
once we receive the estimated preliminary price range and the company has provided an
analysis of any increases from the ordinary per share values used to fair value your option
grants to the midpoint of the IPO price range. Please provide any changes in the
company's enterprise value subsequent to the July 2020 valuation in your analysis.
Annual Consolidated Financial Statements, page F-1
3.We note your revised disclosure in Note 20 regarding various related party transactions.
Please revise to disclose related party information on the face of your financial
statements.  Refer to Rule 4-08(k)(1) of Regulation S-X.
Note 14. Share-based compensation
Restricted Ordinary Shares, page F-43
4.Based on the information provided in response to prior comment 2, it appears that the
1,700,000 restricted shares owned by Mr. Xianguang Li are not included in the total
unvested restricted ordinary shares outstanding at December 31, 2019 and September 30,
2020 as disclosed in your financial statement footnotes.  Please explain or revise your
disclosures accordingly.
Interim Financial Statements
Note 21. Subsequent Events
(c) Waiver of subscription receivable from shareholder, page F-122
5.Please revise to disclose the amount of compensation expense that will be recorded related
to the waiver of Mr. Sun’s subscription receivable.  Refer to ASC 855-10-50-2(b).

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 January 26, 2021 Page 3
 FirstName LastName
Changxun Sun
Cloopen Group Holding Limited
January 26, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joyce Sweeney, Senior Staff Accountant, at (202) 551-3449 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Dan Ouyang

CORRESP
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Unit 2901, 29F, Tower C

Beijing Yintai Centre

No. 2 Jianguomenwai   Avenue

Chaoyang District,   Beijing 100022

People’s Republic of   China

Phone: 86-10-6529-8300

Fax: 86-10-6529-8399

Website: www.wsgr.com

中国北京市朝阳区建国门外大街2号

银泰中心写字楼C座29层2901室

邮政编码:   100022

电话:   86-10-6529-8300

传真: 86-10-6529-8399

网站:   www.wsgr.com

Confidential

January 19, 2021

Ms. Kathleen Collins

Ms. Jan Woo

Ms. Joyce Sweeney

Mr. Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Cloopen Group Holding Limited (CIK No. 0001804583)

Response to the Staff’s Comments on

Amendment No. 1 to Draft Registration Statement on

Form F-1 Confidentially Submitted on December 21, 2020

Dear Ms. Collins, Ms. Woo, Ms. Sweeney and Mr. Kauten,

On behalf of our client, Cloopen Group Holding Limited , a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 5, 2021 on the Company’s amendment No. 1 to draft registration statement on Form F-1 confidentially submitted on December 21, 2020 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the Draft Registration Statement, and two copies of the filed exhibits.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊  · 桑西尼  · 古奇  · 罗沙迪律师事务所

AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
 SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

Corporate History and Structure, page 5

1.              We note the revisions made in response to prior comment 5. Please further revise to include, within the organization chart, the percentage ownership of public shareholders and affiliates upon completion of this offering.

In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 92 and 196 of the Registration Statement.

The Offering, page 10

2.              We note from your response to prior comment 5 that the number of ordinary shares that will be issued and outstanding at the time of this offering includes restricted shares, which will not have vested at such time. Please explain why you have considered such shares to be “outstanding” at the time of the offering and provide the specific guidance you are relying upon. In your response, describe the terms of the restricted shares, including whether the holders of such shares have rights such as voting rights or the right to cumulative declared dividends. Also, clarify which shares will vest upon this offering. In this regard, your response refers to 1.7 million restricted shares that will vest upon completion of this offering; however, your disclosures on page 182 appear to reference additional shares that will vest.

The Company wishes to correct its response to prior comment 5 and to clarify that the number of ordinary shares that will be issued and outstanding at the time of the offering will not include restricted ordinary shares that are not vested at the time of such offering. Further, as described below, all the Company’s restricted ordinary shares will vest prior to or at the time of the offering. Accordingly, based on the currently issued restricted ordinary shares, there will be no restricted ordinary shares that will not be vested at the time of this offering.

The Company respectfully advises the Staff that, the unvested restricted ordinary shares are contingently returnable to the Company and are not considered outstanding until vested. Upon vesting, the restricted ordinary shares will no longer be returnable to the Company and become outstanding. This consideration is consistent with the intent of ASC 260-10-45-13, which is that shares that are subject to a contingent repurchase provision are excluded from the computation of basic EPS until the shares are no longer contingently returnable. All of the 13,561,638 restricted ordinary shares will vest prior to or at the time of the offering and upon vesting such shares will no longer be contingently returnable. Accordingly, upon the vesting of the shares, the Company considers such vested ordinary shares as outstanding.

The Company also respectfully advises the Staff that the response to prior comment 5 was incorrect as the unvested portion of 8,154,893 restricted ordinary shares will vest upon the completion of the Company’s initial public offering. In addition, 510,000 restricted ordinary shares as previously disclosed on page 182 of the Draft Registration Statement are part of the 1,700,000 restricted ordinary shares, which was included in the previous letter.

2

The revised breakdown of restricted ordinary share is shown as below.

Grant Date

Number of
   restricted
   ordinary
   shares
   unvested at
   June 30, 2020

Number of
   restricted
   ordinary shares
   vested (became
   outstanding)
   from June 30,
   2020 to
   September 30,
   2020

Number of
   restricted
   ordinary
   shares
   unvested at
   September 30,
   2020

Number of
   restricted
   ordinary
   shares vested
   (become
   outstanding) at
   the time of the
   offering

Number of
   restricted
   ordinary
   shares
   unvested at the
   time of the
   offering

June 10,   2016

1,700,000

—

1,700,000

1,700,000

—

August 28,   2019

8,154,893

2,718,298

5,436,595

5,436,595

—

March 25,   2020

3,706,745

3,706,745

—

—

—

Total

13,561,638

6,425,043

7,136,595

7,136,595

—

For the restricted ordinary shares issued on June 10, 2016, 1,700,000 restricted ordinary shares will vest immediately, no longer be returnable, and become outstanding upon the completion of the Company’s initial public offering.

For the restricted ordinary shares issued on August 28, 2019, 2,718,298, 2,718,298 and 2,718,297 restricted ordinary shares vest, no longer be returnable, and become outstanding on August 28, 2020, 2021 and 2022, respectively. All the unvested restricted ordinary shares will vest, no longer be returnable, and become outstanding upon the completion of the Company’s initial public offering.

For the restricted ordinary shares issued on March 25, 2020, 1,853,373 restricted ordinary shares will vest, no longer be returnable, and become outstanding on March 25, 2021 and the remaining 1,853,372 restricted ordinary shares will vest, no longer be returnable, and become outstanding evenly over the next twelve months. In July 2020, the Company accelerated the vesting of 3,706,745 restricted ordinary shares so that all the restricted ordinary shares vested, no longer were returnable, and become outstanding in July 2020. The previous response letter omitted to disclose that the accelerated vesting occurred in July 2020. The Company accounted for the acceleration as a Type I (probable-to-probable) modification. Such a modification resulted in unrecognized share-based compensation expense of RMB24,485,562 (equivalent to US$3,502,071) being recognized as expenses at the time of the modification.

The holders of restricted ordinary shares have full voting power regardless of the vesting status and the same non-cumulative dividend rights as other ordinary shareholders. The holders of these restricted ordinary shares do not have contractual obligation to fund or otherwise absorb the Company’s losses. The voting rights representing 1,700,000 and 3,706,745 restricted ordinary shares are assigned to and held by Mr. Changxun Sun until the completion of this offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Share-based Compensation, page 108

3.              You state in your response to prior comment 17 that the decrease in the fair value of your common stock from January 2020 to March and July 2020 was due to the issuance of additional Series E preferred shares. Please explain further how the issuance of such shares impacted your enterprise value. Also, tell us how the issuance of 381,193 Series E preferred shares in July 2020 at $38.1193 (as disclosed on page II-3) and the issuance of other Series E shares in March and July at nominal consideration factored into your valuation.

Please explain further how the issuance of such shares impacted your enterprise value.

3

The Company respectfully advises the Staff that while there was a decrease in the fair value of ordinary shares from January 2020 to March and July 2020, the Company’s enterprise value remained the same as summarized in the table below.

Valuation date

Enterprise value
   (‘000)

Fair value of
   underlying
   ordinary share

January 2020

US$

370,000

US$

1.36

March 2020

US$

370,000

US$

1.31

May 2020

US$

370,000

US$

1.31

July 2020

US$

370,000

US$

1.31

The fair value of ordinary shares decreased from January 2020 to March and July 2020 (while the enterprise value remained the same) because of the additional number of Series E Preferred Shares issued on March 25 and July 15, 2020. The Company’s enterprise value is allocated among the preferred shares and ordinary shares by considering the seniority and preference features of the preferred shares. As a result of the increase in the number of preferred shares, a larger proportion of the Company’s enterprise value was allocated to the preferred shares and a smaller amount of the Company’s enterprise value was allocated to the ordinary shares.

Also, tell us how the issuance of 381,193 Series E preferred shares in July 2020 at $38.1193 (as disclosed on page II-3) and the issuance of other Series E shares in March and July at nominal consideration factored into your valuation

The Company respectively advises the Staff that 381,193 Series E Preferred Shares were issued in July 2020 at $38.1193 of nominal consideration (as disclosed on page II-3) pursuant to the anti-dilution provision in the Series E financing arrangement in connection with the Company’s purchase of non-controlling interests of the Company’s subsidiaries. Other Series E Preferred Shares were issued in March (263,843 Series E Preferred Shares at nominal consideration of US$26.3843) and July 2020 (25,412 Series E Preferred Shares at nominal consideration of US$ 2.5412) for the same reason described above. A summary of the Series E Preferred Shares issued in March 2020 and July 2020 is summarized in the table below based on information disclosed on pages II-2 and II-3 of the Registration Statement.

Purchaser

Date of Issuance

Title of Securities

Number of
   Securities

Consideration
   (US$)

Prospect Avenue   Capital Limited Partnership

March 25, 2020

Series E Preferred   Shares

247,353

US$

24.7353

Sequoia Capital   CV IV Holdco, Ltd.

March 25, 2020

Series E Preferred   Shares

8,245

US$

0.8245

Vitalbridge Fund   I, L.P.

March 25, 2020

Series E Preferred   Shares

8,245

US$

0.8245

Total Series E Preferred   Shares issued in March

263,843

US$

26.3843

Prospect Avenue   Capital Limited Partnership

July 15, 2020

Series E Preferred   Shares

381,193

US$

38.1193

Sequoia Capital   CV IV Holdco, Ltd.

July 15, 2020

Series E Preferred   Shares

12,706

US$

1.2706

Vitalbridge Fund   I, L.P.

July 15, 2020

Series E Preferred   Shares

12,706

US$

1.2706

Total Series E Preferred   Shares issued in July

406,605

US$

40.6605

The Company respectively advises the Staff that the issuance of 263,843 Series E Preferred Shares in March for total nominal consideration of US$26.3843 and 406,605 Series E Preferred Shares in July 2020 for total nominal consideration of US$40.6605 was not factored into the valuation for the reasons described below.

4

In March and July 2020, the Company issued 3,706,745 and 3,501,087 ordinary shares, respectively, in connection with the Company’s purchase of non-controlling interests of the Company’s subsidiaries. Pursuant to the anti-dilution provision in the Series E financing arrangement for the Series E Preferred Shares issued on August 28, 2019, the Company issued 263,843 and 406,605 additional Series E Preferred Shares in March and July 2020, respectively. These additional Series E Preferred Shares were issued at par value (as disclosed on pages II-2 and II-3 of the Registration Statement). No additional proceeds were received by the Company in connection with the issuance of the 263,843 and 406,605 additional Series E Preferred Shares in March and July 2020, respectively. Accordingly, the issuance of additional Series E Preferred Shares at nominal consideration pursuant to a previous agreement were not at fair value. The newly issued preferred shares were deemed as a dividend to the existing Series E Redeemable Convertible Preferred Shares. Accordingly, such share issuance was not considered in the valuation of the Company’s enterprise value.

Results of Operations

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019, page 109

4.              We note from your revised disclosures in response to prior comment 18 that the increase in CPaaS revenue was mainly due to increased text messaging; however, it is unclear if such increase was from new or existing customers. Please revise. Similarly, you state that the increase in cloud-based CC solutions revenue was primarily due to the increase in the number of new customers. Please provide the amount or percentage increase in revenue attributable to new customers and to the extent that such increase was offset by a decrease in revenue from existing customers, please disclose. This comment applies to both your interim and annual results of operations disclosures. In addition, separately discuss the impact on CPaaS and cloud-based CC revenue due to the decrease in the number of enterprise customers of smaller sizes that are less equipped to withstand the impact of COVID-19 as you disclose on pages 29 and 98.

In response to the Staff’s comment, the Company has revised the disclosure on pages 115, 116, 118 and 119 of the Registration Statement.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018, page 113

5.              We note from your added disclosure in response to prior comment 14 that the termination of certain transactions with existing customers in the online consumer finance industry resulted in a decrease to your existing customer base and related revenues in 2019. Please separately quantify the impact on CPaaS and cloud-based CC revenues related to these terminated arrangements. In addition, discuss the negative impact on revenue from voice calls due to regulatory changes, including the extent to which the decrease in such revenues were offset by the increase in text message revenues.

In response to the Staff’s comment, the Company has revised the disclosure on pages 103 and 118 of the Registration Statement. The Company respectfully advises the Staff that the termination of transactions with existing customers in the online consumer finance industry was primarily related to cloud-based CC solutions that it offers on a recurring basis.

5

Bu

United States securities and exchange commission logo
January 5, 2021
Changxun Sun
Chief Executive Officer
Cloopen Group Holding Limited
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing
People's Republic of China
Re:Cloopen Group Holding Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 21, 2020
CIK No. 0001804583
Dear Mr. Sun:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 10, 2020 letter.
Amendment 1 to Draft Registration Statement on Form F-1
Corporate History and Structure, page 5
1.We note the revisions made in response to prior comment 5.  Please further revise to
include, within the organization chart, the percentage ownership of public shareholders
and affiliates upon completion of this offering.

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 January 5, 2021 Page 2
 FirstName LastName
Changxun Sun
Cloopen Group Holding Limited
January 5, 2021
Page 2
The Offering, page 10
2.We note from your response to prior comment 5 that the number of ordinary shares
that will be issued and outstanding at the time of this offering includes restricted shares,
which will not have vested at such time.  Please explain why you have considered such
shares to be "outstanding" at the time of the offering and provide the specific guidance
you are relying upon.  In your response, describe the terms of the restricted shares,
including whether the holders of such shares have rights such as voting rights or the right
to cumulative declared dividends.  Also, clarify which shares will vest upon this offering.
In this regard, your response refers to 1.7 million restricted shares that will vest upon
completion of this offering; however, your disclosures on page 182 appear to reference
additional shares that will vest.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Share-based Compensation, page 108
3.You state in your response to prior comment 17 that the decrease in the fair value of your
common stock from January 2020 to March and July 2020 was due to the issuance of
additional Series E preferred shares.  Please explain further how the issuance of such
shares impacted your enterprise value.  Also, tell us how the issuance of 381,193 Series E
preferred shares in July 2020 at $38.1193 (as disclosed on page II-3) and the issuance of
other Series E shares in March and July at nominal consideration factored into your
valuation.
Results of Operations
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019, page 109
4.We note from your revised disclosures in response to prior comment 18 that the increase
in CPaaS revenue was mainly due to increased text messaging; however, it is unclear if
such increase was from new or existing customers. Please revise.  Similarly, you state that
the increase in cloud-based CC solutions revenue was primarily due to the increase in the
number of new customers.  Please provide the amount or percentage increase in revenue
attributable to new customers and to the extent that such increase was offset by a decrease
in revenue from existing customers, please disclose.  This comment applies to both your
interim and annual results of operations disclosures.  In addition, separately discuss the
impact on CPaaS and cloud-based CC revenue due to the decrease in the number of
enterprise customers of smaller sizes that are less equipped to withstand the impact of
COVID-19 as you disclose on pages 29 and 98.

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 January 5, 2021 Page 3
 FirstName LastName
Changxun Sun
Cloopen Group Holding Limited
January 5, 2021
Page 3
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018, page 113
5.We note from your added disclosure in response to prior comment 14 that the termination
of certain transactions with existing customers in the online consumer finance industry
resulted in a decrease to your existing customer base and related revenues in 2019.  Please
separately quantify the impact on CPaaS and cloud-based CC revenues related to these
terminated arrangements.  In addition, discuss the negative impact on revenue from voice
calls due to regulatory changes, including the extent to which the decrease in such
revenues were offset by the increase in text message revenues.
Business, page 135
6.We note you separately provide information regarding the dollar-based net expansion rate
for your CPaaS solutions.  Please provide us with similar information for your recurring
cloud-based CC solutions.  To the extent that such amounts decreased significantly from
period to period, tell us how that impacted your recurring cloud-based CC solutions
revenue and your consideration to include a discussion of such trends and the potential
impact to your results of operations.
Notes to Consolidated Financial Statements
Note 20. Subsequent Events, page F-89
7.Please revise to disclose the issuance of 6,425,844 Series E preferred shares in November
2020 as indicated in your response to prior comment 5 and ensure that any other share
issuances subsequent to the most recent balance sheet date are addressed in the financial
statement footnote disclosures.  Refer to ASC 855-10-50-2.
            You may contact Joyce Sweeney, Senior Staff Accountant at (202) 551-3449 or Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Jeff Kauten, Staff Attorney at
(202) 551-3447 or Jan Woo, Legal Branch Chief at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Dan Ouyang

United States securities and exchange commission logo
December 10, 2020
Changxun Sun
Chief Executive Officer
Cloopen Group Holding Limited
16/F Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing
People's Republic of China
Re:Cloopen Group Holding Limited
Draft Registration Statement on Form F-1
Submitted November 13, 2020
CIK No. 0001804583
Dear Mr. Sun:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1.Please present financial and operational metrics for each period presented to provide
sufficient context and balance to the disclosures. In this regard, you disclose dollar-based
net customer retention rate only for fiscal 2019 and the number of customers for project-
based solutions for fiscal 2018 and 2019, but do not provide similar disclosure for the six-
months ended June 30, 2020.  This comment applies to disclosure throughout your filing.

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 December 10, 2020 Page 2
 FirstName LastNameChangxun Sun
Cloopen Group Holding Limited
December 10, 2020
Page 2
Prospectus Summary
Our Industry, page 2
2.For context, please disclose the size of the cloud-based CC market and the cloud-based
UC&C markets as well as China’s IT spending.
Our Risks and Challenges, page 3
3.Please clarify that your dual class voting structure and the concentration of ownership
provides Class B ordinary shareholders considerable influence over corporate matters,
including the election of your board of directors.
Corporate History and Structure, page 5
4.Please revise your organization chart to reflect the corporate structure following the
completion of the offering and include the anticipated percentage ownership of public
shareholders and affiliates. Also, revise footnote (1) to disclose the ownership percentages
for the shareholders of Ronglian Yitong, your variable interest entity ("VIE").  This
comment also applies to your disclosure on page 86.
The Offering, page 9
5.You state that 213,409,228 ordinary shares will be issued and outstanding on an as-
converted bases as of the date of this prospectus.  Please address the following:

•Reconcile this amount to the ordinary and preferred shares as disclosed in your June
30, 2020 balance sheet.
•Provide a breakdown of the 13,561,638 restricted ordinary shares at June 30, 2020.
Clarify whether such shares will be fully vested and outstanding at the time of this
prospectus and ensure that your disclosures appropriately address any changes to
restrictions and vesting provisions related to such shares.
•Consider including pro forma per share information in the Summary Consolidated
Financial and Other Operating Data and Selected Consolidated Financial Data tables
for the most recently completed fiscal year and interim period reflecting the changes
to your outstanding ordinary shares prior to effectiveness. Ensure that the footnotes to
such tables adequately explain your pro forma per share calculations and include a
discussion of how the Series F preferred share issuance in November 2020 will
impact your weighted average shares outstanding and per share information.

Risk Factors
Risks Related to Our Business and Industry
Our sales cycle can be lengthy…, page 21
6.Please disclose the average length of your sales cycle for your large enterprise customers
as compared to the length of your sales cycle for your other customers.

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 December 10, 2020 Page 3
 FirstName LastNameChangxun Sun
Cloopen Group Holding Limited
December 10, 2020
Page 3
We have incurred and may continue to incur substantial share-based compensation expenses,
page 34
7.To provide further context for the risks, please quantify the total unrecognized
compensation expense as of June 30, 2020 and the period over which these costs will be
recognized.
Negative publicity and allegations…, page 36
8.Please briefly describe the nature of the alleged misrepresentations in the Sunland
litigation and identify the case caption.
Risks Related to Our Corporate Structure, page 57
9.Please include a discussion regarding the risk of potential unauthorized use of indicia of
corporate power or authority, such as chops and seals and what it would mean for your
corporate structure and operations should you lose control over these assets. Refer to CF
Disclosure Guidance: Topic 10.
We are an emerging growth company within the meaning of the Securities Act and may take
advantage of certain reduced reporting requirements, page 68
10.Please revise here to clearly state that as a result of your election to take advantage of the
extended transition provisions for complying with new or revised accounting standards,
your financial statements may not be comparable to companies that comply with public
company effective dates.
Use of Proceeds, page 76
11.We note that your short-term borrowings increased substantially from the period ended
December 31, 2019.  Please tell us whether your allocation of the proceeds from this
offering towards “working capital and general corporate purposes” includes repayment of
your short-term borrowings.  If so, please provide the disclosure required by Item 3.C.4 of
Form 20-F.
Dilution, page 82
12.Please reconcile for us the number of shares used in arriving at the US$ 0.21 net tangible
book value per share as of June 30, 2020 to the ordinary shares as disclosed in your June
30, 2020 balance sheet.
Management's Discussion and Analysis of Results of Operations and Financial Condition
Overview, page 92
13.We note your disclosure quantifying recurring revenues for the periods presented.  Please
describe for us your basis for characterizing the related revenues as recurring considering
a significant portion appears to be based on usage.  In your response separately address

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 December 10, 2020 Page 4
 FirstName LastNameChangxun Sun
Cloopen Group Holding Limited
December 10, 2020
Page 4
the different types of revenue that you consider to be recurring and explain the extent to
which usage and the related revenues may fluctuate on a monthly basis.
Key Operating Metrics, page 95
14.Please include a discussion of the underlying reasons for the decreases in the dollar-based
net customer retention rate in 2019 and the six-months ended June 30, 2020.  Refer to
Items 5.A and 5.D of Form 20-F and Section I of SEC Release 33-10751.
15.In the your discussion of results for the 6-months ended June 30, 2020, you refer to
increasing average revenue per customer as one of the factors for the increase in cloud-
based CC solutions revenues.  Please tell us whether you use average revenue per
customer in managing and evaluating your business, and provide quantified disclosure of
such metric for each period presented, if material. In addition, revise to disclose the actual
number of customers for each period rather than referring to, for example, over 3,800.
Internal Control over Financial Reporting, page 101
16.We note you are in the process of implementing measures to address the identified
material weakness. Please revise to clarify what remains to be completed in your
remediation plan and how long you estimate it will take to complete your plan. Also,
disclose the remediation costs expected to be incurred, if material.
Critical Accounting Policies and Estimates
Share-based compensation, page 104
17.Please provide us with a breakdown of all stock options and restricted ordinary shares
issued to date in fiscal 2020, and include the fair value of the underlying ordinary share
used to value such awards as determined by your board of directors.  To the extent there
were any significant fluctuations in the fair values from period-to-period, please describe
for us the factors that contributed to these fluctuations, including any intervening events
within the company or changes in your valuation assumptions or methodology.  In your
response, include any ordinary shares transactions that may not be considered as share-
based compensation, such as the purchase of non-controlling interests and transactions
disclosed in Item 7.  In addition, please reconcile your disclosure of the fair value of the
underlying ordinary shares for the year ended December 31, 2019 to your disclosure on
page F-45.
Results of Operations
Revenues, page 106
18.You disclose that for the six months ended June 30, 2020  revenue from your CPaaS
solutions increased as a result of increased demand, and you attribute the increase in
revenue from cloud-based CC solutions to increases in the number of new customers and
the average revenue per customer.  Further, we note that dollar-based net customer
retention rate for this period fell to below 100%.  Please revise to separately quantify the

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 December 10, 2020 Page 5
 FirstName LastNameChangxun Sun
Cloopen Group Holding Limited
December 10, 2020
Page 5
revenue contribution or the percentage change in revenues attributable to new versus
existing customers for each period presented.   Also, revise your disclosure throughout
MD&A as applicable.  Refer Item 5.A. of Form 20-F and Section III.D of SEC Release
No. 33-6835.
Operating Expenses, page 108
19.Your discussion of each operating expense line item refers to several items that impacted
the increase in each expense.  Where a material change in a line item is attributed to two
or more factors, including offsetting factors, the contribution of each factor should be
described in quantified terms.  Please refer to Section III.D of SEC Release No. 33-6835
and revise accordingly.
Liquidity and Capital Resources, page 112
20.You state that accounts receivable and allowance for doubtful accounts have increased
due to extended payment cycles and collections caused by the COVID-19 outbreak.
Revise to provide a quantified discussion of your extended payment terms and consider
including information such as days sales outstanding to add context to this disclosure.
Commitments, page 115
21.We note that you disclose operating lease commitments and state that you did not have
any other significant long term obligations or guarantees as of December 31, 2019.  Please
revise to disclose the long-term borrowings outstanding as of December 31, 2019 or
advise. Refer to Item 5.F.1 of Form 20-F.
Industry Overview
Overview of China’s Cloud-based Communications Industry, page 119
22.Please disclose any material assumptions and limitations associated with your estimate of
the total addressable market for each of the CPaaS, cloud-based CC and cloud-based
UC&C markets that was addressed in the CIC report.
Overview of China’s CPaaS market, page 123
23.Please disclose the measure by which Ronglian is a leading vendor in China’s CPaaS
market.
Business
Competitive Strengths, page 132
24.We note that you have entered into business agreements with a number of provincial
branches of the three major mobile network operators in China.  Please briefly describe
the material terms of these agreements including the term and any material termination
provisions.

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 December 10, 2020 Page 6
 FirstName LastNameChangxun Sun
Cloopen Group Holding Limited
December 10, 2020
Page 6
Description of Share Capital
History of Securities Issuances, page 195
25.Please revise to identify which recipients of your securities are related parties and the
basis on which they are related parties.  Refer to Item 7.B. of Form 20-F.
Shareholders Agreement, page 198
26.Please identify the shareholders who are parties to the shareholders agreement.  We note
that several of your directors are affiliated with some of your principal shareholders, such
as Sequoia Capital China, Trustbridge and Prospect Avenue Capital.  Please disclose
whether these directors were appointed to the board in connection with any shareholder
agreement and whether they will continue to serve as directors after the offering.
Underwriting
Lock-Up Agreements, page 224
27.Please disclose the exceptions to the lock-up agreements with your directors, executive
officers and existing shareholders.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(q) Revenue recognition, page F-21
28.Please revise to describe the inputs used to measure progress for your Cloud-based UC&C
revenues.  Refer to ASC 606-10-50-18.
29.Please disclose the typical contract terms including the length of the contracts as well as
renewal, and termination provisions for each of your revenues that are charged based on
monthly fees and usage.
30.Please describe for us the nature of customer acquisition activities and costs incurred to
acquire contracts and how you account for such costs.  In this regard, we note your
disclosure on page 17 that you have expended significant resources to market, promote
and sell solutions through various direct and indirect channels.  Refer to ASC 340-40-25.
Note 10. Borrowings, page F-35
31.Please revise to describe your accounting for the non-current interest-free loans, including
the effective interest rate.  Refer to ASC 835-30-50-1.  In addition, reconcile for us the
balance of the long-term borrowings at December 31, 2019 with the amount of unsecured
loans as of June 30, 2020 disclosed on page F-77.
Note 13. Redeemable Convertible Preferred Shares, page F-38
32.You state that the redemption price for your preferred shares is based, in part, on the fair
market value of the relevant preferred shares, which you indicate was "appraised by a

 FirstName LastNameChangxun Sun
 Comapany NameCloopen Group Holding Limited
 December 10, 2020 Page 7
 FirstName LastName
Changxun Sun
Cloopen Group Holding Limited
December 10, 2020
Page 7
reputable appraisal firm." To the extent you relied upon a third-party valuation specialist,
please disclose the name of the specialist and include the expert's consent pursuant to
Securities Act Rule 436(b) of Regulation C.  Alternatively, clarify your reference to this
third-party valuation.  Refer to Question 141.02 of our Compliance and Disclosure
Interpretations on Securities Act Sections for additional guidance.
Unaudited Condensed Consolidated Financial Statements
Note 5. Long-term Investments, page F-73
33.You state that you ceased to have a financial controlling interest in Beijing Jingu Shitong
Technology Co., Ltd ("Jingu") following a third-party investment in this entity in March
2020, despite your current 55.38% ownership interest.  Please tell us whether the third-
party investor has any related party interest with the company or its officers or directors.
Explain the reason for the changes to Jingu's articles of association and clarify how they
impacted your accounting for this entity.  Describe for us the type of matters that are
subject to shareholder vote and how this provision restricts your ability to control the
operations of Jingu.  In your response, please address how you considered the guidance in
ASC 810-10-15-10 and paragraphs 25-1 through 25-14.
Note 20. Subsequent Events, page F-91
34.Please revise to clarify,