NaaS Technology Inc. (NAAS) SEC Filings

NaaS Technology Inc. (NAAS) entered into a Securities Purchase Agreement for a private placement of 24,024,022,400 Class A ordinary shares, corresponding to 7,507,507 ADSs, plus warrants to purchase up to an additional 22,880,022,400 Class A ordinary shares (7,150,007 ADSs), for aggregate gross cash proceeds of US$25,000,000. The purchase price is approximately US$0.001041 per Class A share, or US$3.3300 per ADS, and the securities were issued as restricted securities in reliance on Regulation S and Regulation D/Section 4(a)(2).

Each warrant is exercisable into ADSs at US$3.4965 per ADS until August 31, 2031, with provisions for cashless exercise if no effective registration statement is available and automatic net/cashless exercise on the termination date. After closing, total issued and outstanding shares are 78,601,180,281, and controlling shareholder Newlink and its affiliates beneficially hold stakes representing 57.71% of the voting power. A Newlink affiliate participated as a purchaser, and the related-party transaction was reviewed and approved by the audit committee.

NaaS Technology Inc. reported unaudited first-half 2026 results showing its first-ever operating profit after a multi‑year shift to an asset‑light charging services platform. Total revenues were RMB45.5 million, down from RMB66.6 million a year earlier, with gross margin at 85%.

Total operating expenses fell 82% year over year to RMB19.1 million, driving an operating profit of RMB28.9 million versus an operating loss of RMB39.1 million in 2025. Net profit was RMB19.8 million, down from RMB65.4 million, mainly because the prior period included a one‑time fair value gain of about RMB135.7 million. Cash and cash equivalents were RMB77.2 million as of June 30, 2026, with cash consumption reduced to RMB5.0 million from RMB52.0 million a year earlier.

Total assets were RMB292.7 million against total liabilities of RMB1,183.1 million, leaving negative equity of RMB890.3 million. After the period, NaaS completed the acquisition of China Newlink Holding Limited and received an SCC arbitration award related to a terminated acquisition, which management expects to be substantially covered by existing provisions.

NaaS Technology Inc. received written notice on August 4, 2026 from the Nasdaq Listing Qualifications Staff that it has regained compliance with the minimum market value of listed securities requirement in Nasdaq Listing Rule 5550(b)(2) for continued listing on the Nasdaq Capital Market.

Nasdaq had previously notified NaaS on February 17, 2026 that it was not in compliance after its market value of listed securities stayed below US$35 million for 30 consecutive trading days. The Staff has now determined that NaaS maintained a market value of US$35 million or greater for 20 consecutive business days, from July 7 through August 3, 2026, and confirmed that the compliance matter is closed.

NaaS Technology Inc. changed the leadership of its audit committee. Effective July 29, 2026, Wei Zhang resigned as chairperson for personal reasons but will remain an independent director and audit committee member, and his resignation was not due to any disagreement with the company.

The board appointed existing independent director Xiaoli Liu as the new audit committee chairperson, also effective July 29, 2026. The board has determined that Liu is independent under Nasdaq Listing Rules, qualifies as an audit committee financial expert under Regulation S-K, and meets Nasdaq financial sophistication requirements.

NaaS Technology Inc. agreed to acquire all shares of China Newlink Holding Limited from affiliate Newlink Digital Energy Holding Limited. In consideration, on July 22, 2026 NaaS issued 16,000,000,000 Class A ordinary shares to Digital.

The filing reports that parent Newlinks Technology Limited beneficially owns 32,098,694,296 ordinary shares, representing 55.9% of the issuer’s 54,561,157,881 ordinary shares outstanding as of July 22, 2026. Including 16,000,000 non-convertible Class D shares, Newlink holds 61.3% of total voting power across all four share classes.

The capital structure provides one vote for each Class A share, ten votes for each Class B share, two votes for each Class C share and five hundred votes for each non-convertible Class D share. Class B and Class C shares are each convertible into one Class A share at any time, subject to conditions, while Class D shares are not convertible.

NaaS Technology Inc. completed the Closing of a share acquisition agreement with its controlling shareholder group, under which China Newlink Holding Limited became a wholly owned subsidiary. In connection with this Closing, NaaS issued 16,000,000,000 Class A ordinary shares to Newlink Digital Energy Holding Limited.

After the transaction, NaaS has 54,577,157,881 issued and outstanding shares, comprising 53,253,610,109 Class A, 195,969,844 Class B, 1,111,577,928 Class C and 16,000,000 Class D ordinary shares. The controlling shareholder group beneficially holds 27,915,840,000 Class A, 195,969,844 Class B, 1,111,577,928 Class C and 16,000,000 Class D shares, representing 61.3% of the voting power. Each American Depositary Share represents 3,200 Class A shares and trades on Nasdaq under the symbol “NAAS.”

NaaS Technology Inc. reports that an arbitral tribunal under the SCC Arbitration Institute issued a final award on July 14, 2026 in a dispute brought by four sellers of Charge Amps AB against its Swedish subsidiary Fleetin AB and NaaS.

The tribunal found Fleetin AB breached a share purchase agreement by failing to complete a previously proposed acquisition of Charge Amps AB and held Fleetin AB and NaaS jointly and severally liable under a parent company guarantee. Damages, statutory interest, and certain legal fees and arbitration costs were awarded. NaaS is reviewing the award and believes it relates solely to the terminated November 2023 transaction and does not affect its ongoing operations or current business activities.

NaaS Technology Inc. entered into a binding Share Acquisition Agreement to acquire 100% of China Newlink Holding Limited for US$15,000,000, paid entirely in newly issued shares. The seller will receive 16,000,000,000 new Class A ordinary shares, equal to 5,000,000 ADSs at a reference price of US$3.00 per ADS. The deal is a related-party transaction with NaaS’ controlling shareholder and is aimed at acquiring an electric-vehicle and energy data corpus held through new onshore entities and variable interest entities. Closing depends on numerous conditions, including establishment of a WFOE and VIE contracts, clean title to data assets, regulatory and third-party approvals, Audit Committee approval, and satisfactory due diligence, with a long-stop date of December 31, 2026. No cash will be paid, no shareholder vote is required, and the seller has agreed to a no-shop covenant, with the seller providing indemnities and disputes governed by Hong Kong law and arbitration.

NaaS Technology Inc. has entered into a non-binding term sheet to acquire 100% of China Newlink Holding Limited from an affiliate of its controlling shareholder in a related-party transaction. The proposed purchase price is US$15,000,000, to be paid entirely in newly issued Class A ordinary shares corresponding to 5,000,000 American Depositary Shares (ADSs) at a deemed price of US$3.0 per ADS.

Closing is contingent on a definitive agreement and several conditions, including satisfactory due diligence, review and approval by the audit committee based on an independent valuation or fairness opinion, no material adverse change at the target, and required regulatory and third-party approvals. The seller and target granted exclusivity through August 30, 2026, while key provisions such as exclusivity, confidentiality and due diligence are binding. The company cautions that there is no assurance the acquisition will be completed.