Welcome to our dedicated page for NaaS Technology ADR SEC filings (Ticker: NAAS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NaaS Technology Inc. (NASDAQ: NAAS) files as a foreign private issuer with the U.S. Securities and Exchange Commission, using Form 20-F for annual reporting and Form 6-K for current reports. This page brings together the company’s SEC filings, which document its EV charging service and new energy asset operation business in China, its capital structure, and its relationship with its controlling shareholder, Newlinks Technology Limited.
In its Form 6-K reports, NaaS discloses a range of material events. These include changes to authorized share capital, re-designation and reclassification of share classes, and the creation and issuance of Class D ordinary shares with enhanced voting rights. Filings also describe share subscription agreements with Newlink-related entities and other investors, detailing the number of newly issued Class A ordinary shares and the resulting ownership and voting power held by Newlinks Technology Limited and its affiliates.
Other filings cover capital markets instruments, such as the issuance of a warrant to purchase Class A ordinary shares to an institutional investor, with exercise conditions tied to market capitalization and settlement through waiver and cancellation of specified indebtedness. NaaS also files reports related to ADS ratio changes, which affect how many Class A ordinary shares each ADS represents and have the same effect as reverse ADS splits.
Regulatory and listing matters appear in Form 6-K filings that include Nasdaq notifications about minimum market value of listed securities and late filing of the annual report on Form 20-F, along with subsequent updates on regaining compliance. Many of these 6-Ks incorporate attached press releases and are themselves incorporated by reference into NaaS’s registration statement on Form F-3, as noted in the filings.
On Stock Titan, these SEC filings are available with AI-powered summaries that highlight key terms, capital structure changes, governance updates, and listing-related disclosures. This helps readers quickly understand the implications of NaaS’s Form 20-F annual report, Form 6-K current reports, and related exhibits without having to parse every technical detail.
NaaS Technology Inc. entered into share subscription agreements with affiliates of its controlling shareholder and certain accredited investors to issue 27,776,000,000 new Class A ordinary shares at US$0.001 per share (equivalent to US$3.6 per ADS), raising US$31.2 million. The related party transactions were approved by the audit committee and the board.
Following closing, total shares outstanding were 33,767,457,395, comprised of 32,443,909,623 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D. Newlink beneficially owned 11,915,840,000 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D, representing 54.0% of the company’s voting power. The company relied on home country practices for this issuance.
NaaS Technology Inc. reported that shareholders approved a special resolution to adopt the Third Amended and Restated Memorandum and Articles of Association. The updated charter documents became effective on October 10, 2025 and replace the prior Second Amended and Restated version.
The company also stated that this report, including the updated governing documents filed as Exhibit 3.1, is incorporated by reference into its Form F-3 registration statement (File No. 333-273515) from the date the report is furnished, unless later superseded.
NaaS Technology Inc. Schedule 13D/A shows Newlinks Technology Limited and its subsidiary Newlink Envision Limited hold a combined 4,302,854,296 ordinary shares or 19.1% of outstanding shares (based on 7,474,375,795 shares). On September 4, 2025 the issuer issued 16,000,000 non-convertible Class D ordinary shares to Envision, each carrying 500 votes, providing Newlink (through Envision) with an additional 8,000,000,000 votes and increasing total voting power to 67.1% for Newlink on a vote-count basis that includes Class D rights. The filing details share classes, conversion rights for Class B/C into Class A, and control of voting power among Newlink stakeholders.
NaaS Technology Inc. issued a warrant to LMR Multi-Strategy Master Fund Limited on August 8, 2025 that becomes exercisable if the Company’s market capitalization, calculated using the 20-day volume-weighted average price (VWAP), reaches at least US$90 million. If exercised, the Warrant entitles LMR to subscribe for a number of Class A ordinary shares representing 10% of the Company’s total issued share capital on the initial exercise date; the Warrant is exercisable in whole but not in part and remains exercisable until June 4, 2035. The aggregate exercise price is to be satisfied by the waiver and cancellation of certain indebtedness owed by the Company to LMR under rescheduling documents (excluding the rescheduled payments).
The Company retains the right to redeem the Warrant or any Warrant Shares (including ADSs) at its discretion prior to June 4, 2035, in whole or in installments, for an aggregate redemption price of US$11 million if on or before the third anniversary of issuance, or US$19 million if thereafter and before termination. The report includes standard forward-looking statements and is incorporated by reference into the Company’s Form F-3 registration statement.
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