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
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 LastNameChangxun
FirstName of subscription receivable
Sun from shareholder, page F-122
Comapany
5. NameCloopen
Please Groupthe
revise to disclose Holding
amountLimited
of compensation expense that will
be recorded related
Januaryto26,
the2021
waiver of 2Mr. Sun s subscription receivable. Refer to ASC
855-10-50-2(b).
Page
FirstName LastName
Changxun Sun
FirstName LastNameChangxun
Cloopen Group Holding LimitedSun
Comapany
January 26,NameCloopen
2021 Group Holding Limited
January
Page 3 26, 2021 Page 3
FirstName LastName
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