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. reported several capital structure changes and a new financing. Shareholders approved a Fourth Amended and Restated Memorandum and Articles of Association, cutting the par value of each share from US$0.01 to US$0.000001 so that total authorized and issued share capital is US$52,000.
The company entered into supplementary agreements with 2025 PIPE investors to repurchase and reissue previously issued Class A ordinary shares, reflecting this share capital reduction. It also amended 2025 Warrants, increasing the exercise price from US$0.79 to US$2.2 per ADS, with each ADS representing 3,200 Class A ordinary shares. In a new financing, NaaS agreed to sell 4,800,000,000 Class A ordinary shares at US$0.0006875 per share and issue 2026 Warrants to purchase up to US$3,300,000 of shares at the same exercise price, for expected gross proceeds of US$3,300,000.
NaaS Technology Inc. reported that Nasdaq notified the company it is not in compliance with the minimum market value of listed securities requirement of US$35 million for its Class A ordinary shares. Nasdaq uses the most recent total shares outstanding multiplied by the closing bid price to calculate this value.
NaaS has until August 17, 2026 to regain compliance by having its market value close at or above US$35 million for at least ten consecutive business days. The notice also indicates the company does not meet two additional listing standards: stockholders’ equity of at least US$2.5 million and net income from continuing operations of US$500,000 in the most recent year or in two of the last three years.
The company’s shares continue to trade on the Nasdaq Capital Market under the symbol “NAAS,” and NaaS states it intends to monitor its market value and cure the deficiency within the grace period. If it fails to do so by the deadline, its securities may become subject to delisting, though the company could seek additional time or appeal.
NaaS Technology Inc. has changed its independent auditor. The board and audit committee approved the resignation of Enrome LLP and appointed Guangdong Prouden CPAs GP to audit the company’s consolidated financial statements for the year ending December 31, 2025, effective February 4, 2026.
The company states Enrome’s 2024 audit opinion was clean and not qualified, and that Enrome did not resign because of any disagreements over accounting principles, disclosures, or audit scope. NaaS also reports no prior consultations with Prouden on accounting or audit matters and says it is working with both firms to ensure a smooth transition.
NaaS Technology Inc. reported that shareholders at an extraordinary general meeting in Langfang, Hebei Province approved all three resolutions presented. Investors backed a special resolution to change the par value of each authorized and issued share from US$0.01 to US$0.000001, so that the Company’s authorized and issued share capital becomes US$52,000. A second special resolution was approved to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association as the Fourth Amended and Restated version, which will take effect on the date of registration of a Cayman Islands solvency statement and related minute. Shareholders also passed an ordinary resolution authorizing the Company’s directors, officers and agents to implement these changes.
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. has filed a Form 6-K to furnish a press release reporting its unaudited financial results for the first six months of 2025. The filing states that this 6-K, including the attached press release, is incorporated by reference into the company’s effective Form F-3 shelf registration statement.
NaaS Technology Inc. submitted a Form 6-K that furnishes materials related to its upcoming annual general meeting of shareholders. The filing includes a press release announcing that the meeting will be held on September 9, 2025, along with the formal meeting notice and a proxy form for voting.
The Form 6-K also states that these materials are incorporated by reference into the company’s existing Form F-3 shelf registration statement, meaning they become part of that registration record 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.