| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Cloopen Group Holding Limited (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) |
18900M203 (CUSIP Number) |
02/24/2021 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 18900M203 |
| 1 | Names of Reporting Persons TB Alternative Assets Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 38,474,611.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.52 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
Item 5 and 7: Number of shares beneficially owned as of 31 Dec 2024. Includes 1,921,164 American Depositary Shares ("ADSs"). Each ADS represents 6 Class A Ordinary Shares.
Item 11: Calculation is based on 333,957,986 outstanding ordinary shares for all classes as of 31 Dec 2024.
Note: There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 18900M203 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted in other OTC under the symbol "RAASY." Each American Depository Share represents 6 Class A Ordinary Shares.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Cloopen Group Holding Limited | |
| (b) | Address of issuer's principal executive
offices: 16/F, Tower A, Fairmont Tower 33 Guangshun North Main Street Chaoyang District, Beijing People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing: TB Alternative Assets Ltd
This statement is filed by TB Alternative Assets Ltd, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, with respect to the portion of the Class A Ordinary Shares (as defined by 2(d) below) held by Trustbridge Partners V LP, a Cayman registered private equity fund. TB Alternative Assets Ltd acts as the investment adviser of the investment manager of Trustbridge Partners V LP. | |
| (b) | Address or principal business office or, if
none, residence: c/o Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands, KY1-1104 | |
| (c) | Citizenship: Cayman Islands | |
| (d) | Title of class of securities: Class A Ordinary Shares, $0.0001 par value per share | |
| (e) | CUSIP No.: 18900M203 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 38,474,611 | |
| (b) | Percent of class: 11.52 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 38,474,611 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 38,474,611 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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