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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.
NaaS Technology Inc. has significantly expanded its New 2022 Share Incentive Plan to allow more equity-based compensation for employees, directors and consultants. The maximum total number of Class A ordinary shares that can underlie awards under the plan increased to 4,629,191,266 from 1,144,726,605, effective June 3, 2026, following board approval.
Beginning January 1, 2027, this share pool will automatically increase on the first day of each fiscal year by an amount equal to 1% of the total shares issued and outstanding on the last day of the prior fiscal year, unless the board decides otherwise. The company states that no other substantive amendments were made, and the rest of the plan’s mechanics and definitions remain in place to govern options, restricted shares and restricted share units.
NaaS Technology Inc. reported a change in its senior leadership. Effective June 1, 2026, Ms. Ye Wu resigned from her role as Chief Strategy Officer for personal reasons. The company stated there were no disagreements between Ms. Wu and NaaS, and that her departure is not related to the company’s operations, policies, or practices.
NaaS Technology Inc. has entered into a Warrant Termination Agreement with LMR Multi-Strategy Master Fund Limited to cancel previously issued LMR Warrants. In exchange, NaaS will make a US$4,500,000 cash settlement payment in installments from June through December 2026. Once the agreement is executed and the first installment is paid, the LMR Warrants and related rights are irrevocably cancelled. The agreement also sets conditions under which the prior Settlement Deed and related rescheduling documents will automatically terminate after all required payments are made, or if replacement warrants are issued following a payment default under the new installment plan.
NaaS Technology Inc. reports a Schedule 13G disclosure showing 3,800,000,000 Class A ordinary shares attributable to Wu Tang global corporation Limited and to Longheng Tang.
The filing states the 3,800,000,000 figure comprises 1,900,000,000 Class A shares held and 1,900,000,000 Class A shares issuable upon exercise of the 2026 Warrants. The ownership percentage is reported as 9.9%, calculated using 38,560,642,687 ordinary shares issued and outstanding as of March 31, 2026, with Class A, B and C breakdowns provided.
NaaS Technology Inc. ownership disclosure: Comane International Group Ltd. and Bin Wu report beneficial ownership of 6,243,715,800 Class A ordinary shares, representing 16.2% of the company's 38,560,642,687 ordinary shares outstanding as of March 31, 2026.
The reported total includes (i) 2,900,000,000 Class A shares held directly by Comane, (ii) 2,900,000,000 Class A shares issuable upon exercise of warrants dated March 6, 2026 (the "2026 Warrants"), and (iii) 443,715,200 Class A shares (in the form of 138,661 ADSs) issuable upon exercise of warrants from a March 31, 2025 securities purchase agreement, as amended March 6, 2026. Comane is wholly owned by Mr. Bin Wu.