SEC FILE NUMBER

001-40004

 

 

CUSIP NUMBER

18900M203

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

 

FORM 12b-25

 

 

 

 

NOTIFICATION OF LATE FILING

 

 

 

(Check one):

 

☐ Form 10-K

☒ Form 20-F

☐ Form 11-K

☐ Form 10-Q

☐ Form 10-D

 

 

☐ Form N-CEN

☐ Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

December 31, 2022

 

 

☐ Transition Report on Form 10-K

 

 

 

 

☐ Transition Report on Form 20-F

 

 

 

 

☐ Transition Report on Form 11-K

 

 

 

 

☐ Transition Report on Form 10-Q

 

 

 

 

For the Transition Period Ended:

 

 

 

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

 

PART I — REGISTRANT INFORMATION

 

Cloopen Group Holding Limited

Full Name of Registrant

 

 

Former Name if Applicable

 

16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street

Address of Principal Executive Office (Street and Number)

 

Chaoyang District, Beijing, People’s Republic of China

City, State and Zip Code


 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

 (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 

 

☒

 (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

 

 

 (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Cloopen Group Holding Limited (the “Company”) is unable to complete its Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) by the prescribed due date without undue effort or expense to the Company. Specifically, the preparation of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) has been prolonged for the reasons previously disclosed on the Form 12b-25 filed with the SEC on May 3, 2022 and on the current report on Form 6-K furnished to the SEC on September 6, 2022, and the Company is not in a position to prepare and finalize the 2022 Annual Report before the 2021 Annual Report is filed.

 

 

PART IV — OTHER INFORMATION 

 

(1) Name and telephone number of person to contact in regard to this notification

 

Yipeng Li

 

(86) 10

 

6477-5680

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes 

¨

No 

☒

 

 

The Company has not filed its 2021 Annual Report within the corresponding prescribed time.

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes 

¨

No 

☒

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward-Looking Statements

 

This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word “expects,” “anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, any changes to our anticipated financial results as a result of our independent registered public accounting firm completing its audit of the Company’s financial statements, the ability of us and our auditors to confirm information or data identified in the review, our ability to complete and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more fully in the Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

Cloopen Group Holding Limited

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 1, 2023

By:

/s/ Yipeng Li

 

 

Name:  Yipeng Li

 

 

Title:    Director and Chief Financial Officer

 

 

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