Sec Form 13D Filing - TB Alternative Assets Ltd. filing for - 2026-05-13

See paragraph (a) above for the Residence or Business Address of the Reporting Persons.

The principal business of the Reporting Persons: (i) The principal business of Trustbridge V is serving as a private equity fund; (ii) The principal business of Trustbridge VII is serving as a private equity fund; (iii) The principal business of TB GP5 is serving as the general partner of Trustbridge V's general partner; (iv) The principal business of TB GP7 is serving as the general partner of Trustbridge VII's general partner; (v) The principal business of TBAA is serving as the adviser of the investment manager of Trustbridge V and Trustbridge VII; (vi) The principal business of Cloopen Co is investment holding; (vii) The principal business of Flawless Success is acting as a nominee of an employee incentive trust; (viii) The principal business of Tencent is serving as an integrated internet services company providing services including value-added services, online advertising and FinTech and business services; (ix) The principal business of Image Frame is serving as a wholly-owned subsidiary of Tencent, principally engaged in the business of holding securities in portfolio companies in which Tencent invests; (x) The principal business of Parantoux is investment holding; (xi) The principal business of Novo Investment is investment holding; (xii) The principal business of Shenzhen Nuohe is serving as a private equity fund; (xiii) The principal business of China Reform is investment management. The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of the Reporting Persons as of the date hereof, if any, is set forth on Schedule A (See Exhibit 99.16).

During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A (See Exhibit 99.16) hereto has been convicted in a criminal proceeding (excluding traffic violations or similar minor offenses)

During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A (See Exhibit 99.16) hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws

See paragraph (a) above for the citizenship of the Reporting Persons.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The descriptions of the Merger Agreement (as defined below), the Equity Commitment Letters (as defined below), the Debt Commitment Letter (as defined below), the Support Agreement (as defined below), the Interim Investors Agreement (as defined below) and the Limited Guarantees (as defined below) are incorporated by reference in this Item 3.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On May 12, 2026, the Issuer entered into a definitive agreement and plan of merger (the "Merger Agreement") with SpringX Holdings Limited ("Parent"), AutumnX Holdings Limited ("HoldCo"), a wholly-owned subsidiary of Parent, and SummerX Holdings Limited ("Merger Sub"), a wholly-owned subsidiary of HoldCo. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving company and becoming a wholly-owned subsidiary of HoldCo (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined below), Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs (as defined below)) will be cancelled and cease to exist in exchange for the right to receive US$0.4940 in cash per Share without interest. Pursuant to the terms of the Merger Agreement, at the Effective Time, each American Depositary Share, representing six (6) Class A Ordinary Shares (each, an "ADS"), issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares), together with the Class A Ordinary Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$2.9641 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders). Pursuant to the terms of the Merger Agreement, at the Effective Time, each Excluded Share and ADS representing Excluded Shares issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist without payment of any consideration or distribution therefor. For the purposes of the Merger Agreement, "Excluded Shares" means, collectively: (i) certain Shares (including Shares represented by ADSs) held by Trustbridge V, Cloopen Co, Flawless Success, Image Frame, Parantoux, and Novo Investment (collectively, the "Rollover Shareholders"), the number of which set forth in the column titled "Rollover Shares" opposite such Rollover Shareholder's name on Schedule A to the Support Agreement (as defined below) or any Shares (including Shares represented by ADSs) acquired by such Rollover Shareholders or any of their affiliates following the date of the Merger Agreement and prior to the Effective Time (such Shares, collectively, the "Rollover Shares"); (ii) any Shares (including ADSs corresponding to such Shares) held by the depositary for the ADSs and reserved for issuance and allocation pursuant to the Issuer's share incentive plans; and (iii) any Shares held by Parent, HoldCo, Merger Sub, the Issuer or any of their respective subsidiaries. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Dissenting Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist and holders of Dissenting Shares upon serving a valid written notice of dissent under Section 238(5) of the Companies Act of the Cayman Islands will be entitled thereof to receive only the payment of the fair value of such Dissenting Shares determined in accordance with the provisions of Section 238 of the Companies Act of the Cayman Islands. If the Merger is consummated, the Issuer will become a private company held by the HoldCo and beneficially owned by the Reporting Persons and other Rollover Shareholders and their respective affiliates, and the quotation of the Shares and ADSs will be removed from the OTC Market. It is anticipated that approximately US$112 million will be expended to complete the Merger. This amount includes (a) the estimated funds required to (i) purchase the outstanding Shares (including Shares represented by ADSs, other than Excluded Shares, Dissenting Shares) at a purchase price of US$2.9641 per ADS or US$0.4940 per Ordinary Share, and (ii) settle outstanding Company Equity Awards (as defined in the Merger Agreement) in accordance with the terms of the Merger Agreement, and (b) the estimated transaction costs associated with the transactions contemplated by the Merger Agreement and the other Transaction Documents (as defined in the Merger Agreement), including the Merger (the "Transactions"). The Transactions will be funded through a combination of (a) cash contributions contemplated by the equity commitment letters (each, an "Equity Commitment Letter" and, collectively, the "Equity Commitment Letters"), each dated as of May 12, 2026, by and between Parent and each of Trustbridge VII, Cloopen Co, and Retail Technology Asia Limited ("Dmall"), (b) proceeds from a committed term loan facility contemplated by the debt commitment letter, dated as of May 12, 2026 (the "Debt Commitment Letter"), by and between Parent and China Minsheng Banking Corp., Ltd. Shanghai Pilot Free Trade Zone Branch (the "Lender"), and (c) rollover equity contributions by the Rollover Shareholders, which will be cancelled and cease to exist without payment of any consideration or distribution therefor. Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Trustbridge VII, Trustbridge VII will provide, or cause to be provided, equity financing to Parent in an amount of US$36,000,000 in connection with the Transactions. Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Cloopen Co, Cloopen Co will provide, or cause to be provided, equity financing to Parent in an amount of US$300,000 in connection with the Transactions. Under the terms and subject to the conditions of the Equity Commitment Letter executed and delivered by Dmall, Dmall will provide, or cause to be provided, equity financing to Parent in an amount of US$36,000,000 in connection with the Transactions. Under the terms and subject to the conditions of the Debt Commitment Letter, the Lender has committed to underwrite, provide and fund a term loan facility in RMB up to the equivalent of US$42,000,000 to fund the Transactions. Concurrently with the execution and delivery of the Merger Agreement, the Management Party (as defined in the Support Agreement), the Supporting Shareholders (as defined in the Support Agreement), and HoldCo entered into a support agreement (the "Support Agreement"), pursuant to which, among other things, each Supporting Shareholder agreed, upon the terms and subject to the conditions set forth therein, (a) to vote all Shares (including Shares represented by ADSs) held by such Supporting Shareholder, together with any Shares (including Shares represented by ADSs) acquired by such Supporting Shareholder or any of such Supporting Shareholder's Affiliates following the date hereof and prior to the Closing, in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, the Post-Closing M&A (as defined in the Merger Agreement) and the consummation of the Transactions, including the Merger, and (b) to subscribe for or otherwise receive shares of HoldCo at or immediately prior to the Effective Time in consideration of, and receive no cash consideration for, the cancellation of the Rollover Shares and the Company Equity Awards held by each Rollover Shareholder in accordance with the terms of the Merger Agreement. For the purpose of streamlining the holding structure in connection with the Transactions, Tencent intends to cause THL H Limited to transfer 1,249,998 Class A Ordinary Shares to Image Frame (the "Internal Transfer"), following which Image Frame will directly hold an aggregate of 13,049,682 Class A Ordinary Shares to be subject to the Support Agreement. Concurrently with the execution and delivery of the Merger Agreement, Trustbridge VII, Mr. Sun, Cloopen Co, and Dmall entered into an interim investors agreement (the "Interim Investors Agreement") with Parent, HoldCo and Merger Sub, pursuant to which the parties thereto agreed to certain terms and conditions that will govern the actions of Parent, HoldCo and Merger Sub and the relationship among the Investors (as defined in the Interim Investors Agreement) with respect to the Transactions. Concurrently with the execution and delivery of the Merger Agreement, Trustbridge VII executed and delivered a limited guarantee in favor of the Issuer with respect to a portion of the payment obligations of Parent or HoldCo under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by HoldCo under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement. Concurrently with the execution and delivery of the Merger Agreement, Cloopen Co executed and delivered a limited guarantee in favor of the Issuer with respect to a portion of the payment obligations of Parent or HoldCo under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by HoldCo under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement. Concurrently with the execution and delivery of the Merger Agreement, Dmall executed and delivered a limited guarantee in favor of the Issuer with respect to a portion of the payment obligations of Parent or HoldCo under the Merger Agreement for the Parent Termination Fee (as defined in the Merger Agreement) that may become payable to the Issuer by HoldCo under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement (together with the limited guarantees executed and delivered by Trustbridge VII and Cloopen Co, the "Limited Guarantees", and each, a "Limited Guarantee"). The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the Equity Commitment Letters, the Debt Commitment Letter, the Support Agreement, the Interim Investors Agreement and the Limited Guarantees, copies of which are attached hereto as Exhibits 99.5, 99.6, 99.7, 99.8, 99.9, 99.10, 99.11, 99.12, 99.13 and 99.14, respectively, and which are incorporated herein by reference in their entirety. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses of each of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of this Amendment (including but not limited to footnotes to such information) are incorporated herein by reference. The information set forth in Items 2, 3, and 4 is incorporated herein by reference. The Reporting Persons (except for TBAA) may be deemed to be members of a "group" pursuant to Section 13(d) of the Act as a result of their actions in respect of the Merger. However, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Class A Ordinary Shares (including Class A Ordinary Shares in the form of ADSs) and Class B Ordinary Shares that are beneficially owned (or deemed to be beneficially owned) by the other Reporting Persons or any other reporting person. Neither the filing of the Schedule 13D, this Amendment nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A Ordinary Shares (including Class A Ordinary Shares in the form of ADSs) or any Class B Ordinary Shares that are beneficially owned (or deemed to be beneficially owned) by the other Reporting Persons or any other reporting person. The Reporting Persons are only responsible for the information contained in the Schedule 13D and this Amendment and assume no responsibility for information contained in any other Schedule 13D filed by any other reporting person.

see (a)

Except as disclosed in this Amendment or previously reported in the Schedule 13D, to the best knowledge of each of the Reporting Persons, there have been no transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days.

To the best knowledge of the Reporting Persons, except as disclosed in this Statement, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities beneficially owned by the Reporting Persons.

Not applicable.

Item 6 of the Schedule 13D is hereby supplemented by adding the following: Item 4 of this Amendment is incorporated herein by reference.

99.5 Merger Agreement, dated May 12, 2026 99.6 Equity Commitment Letter, dated May 12, 2026, by Trustbridge VII in favor of Parent 99.7 Equity Commitment Letter, dated May 12, 2026, by Cloopen Co in favor of Parent 99.8 Equity Commitment Letter, dated May 12, 2026, by Dmall in favor of Parent 99.9 Debt Commitment Letter, dated May 12, 2026 99.10 Support Agreement, dated May 12, 2026 99.11 Interim Investors Agreement, dated May 12, 2026 99.12 Limited Guarantee, dated May 12, 2026, by Trustbridge VII in favor of the Issuer 99.13 Limited Guarantee, dated May 12, 2026, by Cloopen Co in favor of the Issuer 99.14 Limited Guarantee, dated May 12, 2026, by Dmall in favor of the Issuer 99.15 Joint Filing Agreement, dated May 12, 2026 99.16 SCHEDULE A LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS