Super-voting Class D shares give NaaS (NASDAQ: NAAS) Newlink voting control

Rhea-AI Filing Summary

NaaS Technology Inc. reports major changes to its share structure and voting control. In May 2025, the board re-designated 2.1 billion authorized but unissued shares into Class A ordinary shares, confirming total authorized capital of US$100 million divided into 10 billion shares across multiple classes.

On September 4, 2025, the board created a new class of 16 million Class D ordinary shares, each carrying 500 votes, and issued all of them as fully paid to Newlink Envision Limited. Class D holders cannot convert these shares into other classes or ADSs.

Immediately after this issuance, NaaS had 7,490,375,795 shares outstanding, including 6,166,828,023 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D shares. Newlink Technology Limited and Newlink Envision together held about 19.3% of outstanding ordinary shares but controlled roughly 67.1% of total voting power.

As a result, NaaS now qualifies as a “controlled company” under Nasdaq rules and may rely on certain corporate governance exemptions. The company relied on Cayman Islands home country practices for these share re-designations and the creation of Class D shares.

Insights

Corporate governance and capital structure analyst

NaaS adds super-voting Class D shares, consolidating control with Newlink.

NaaS Technology created and issued 16,000,000 Class D shares on September 4, 2025, each carrying 500 votes, all to Newlink Envision Limited. This materially alters the balance between economic ownership (ordinary shares held) and voting power at shareholder meetings.

Immediately after issuance, Newlink Technology Limited and Newlink Envision collectively held about 19.3% of outstanding ordinary shares but controlled roughly 67.1% of total voting power. This voting concentration means these entities can effectively determine the outcome of most matters requiring shareholder approval.

The company now qualifies as a controlled company under Nasdaq rules and states it may rely on available corporate governance exemptions. Future disclosures in company filings may clarify which specific exemptions it elects and how its board and committee structures align with these rules.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-38235

NaaS Technology Inc.

(Registrant’s Name)

Newlink Center, Area G, Building 7, Huitong Times Square,

No.1 Yaojiayuan South Road, Chaoyang District, Beijing, China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

This current report on Form 6-K, including the exhibit hereto, is incorporated by reference into the registration statement on Form F-3 of NaaS Technology Inc. (the “Company”) (File No. 333-273515) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Re-Designation and Reclassification of Authorized Share Capital

On May 7, 2025, the board of directors of the Company (the “Board”), in accordance with the Second Amended and Restated Memorandum and Articles of Association of the Company (the “Current M&AA”), approved the re-designation and reclassification of 2,100,000,000 authorized but unissued shares, par value US$0.01 each, as 2,100,000,000 authorized but unissued Class A ordinary shares, par value US$0.01 each (the “Re-Designation and Reclassification”). The Re-Designation and Reclassification became effective on the same date, and has been filed with the Registrar of the Companies in the Cayman Islands.

Following the Re-Designation and Reclassification, the authorized share capital of the Company became US$100,000,000, and is divided into 10,000,000,000 shares comprising (i) 8,100,000,000 Class A ordinary shares of a par value of US$0.01 each (“Class A Ordinary Shares”), (ii) 300,000,000 Class B ordinary shares of a par value of US$0.01 each (“Class B Ordinary Shares”), (iii) 1,400,000,000 Class C ordinary shares of a par value of US$0.01 each (“Class C Ordinary Shares”), and (iv) 200,000,000 shares as such class or series (however designated) as the Board may determine in accordance with the Current M&AA (the “Undesignated Ordinary Shares”).

Authorization and Issuance of New Class of Shares

On September 4, 2025, in accordance with the Current M&AA, the Board unanimously approved (i) the designation of 16,000,000 authorized but unissued shares into Class D ordinary shares, a new class of shares of the Company, par value US$0.01 each (the “Class D Ordinary Shares”) and (ii) the issuance of 16,000,000 Class D Ordinary Shares to Newlink Envision Limited (“Newlink Envision”) as fully paid (the “Authorization and Issuance of New Class of Shares”). Each Class D Ordinary Share shall entitle the holder thereof to five hundred (500) votes on all matters subject to vote at general meeting of the Company. The holders of Class D Ordinary Shares shall have no right to convert their shares into any other class of share issued by the Company, nor into any American Depositary Share representing Class A ordinary shares of the Company. The Authorization and Issuance of New Class of Shares became effective on the same date and has been filed with the Registrar of the Companies in the Cayman Islands.

Following the Authorization and Issuance of New Class of Shares, the authorized share capital of the Company is US$100,000,000, divided into 10,000,000,000 shares comprising (i) 8,100,000,000 Class A Ordinary Shares, (ii) 300,000,000 Class B Ordinary Shares, (iii) 1,400,000,000 Class C Ordinary Shares, (iv) 16,000,000 Class D Ordinary Shares and (v) 184,000,000 Undesignated Ordinary Shares.

Immediately following the Authorization and Issuance of New Class of Shares, (i) the total issued and outstanding shares of the Company are 7,490,375,795 shares, consisting of 6,166,828,023 Class A Ordinary Shares, 195,969,844 Class B Ordinary Shares, 1,111,577,928 Class C Ordinary Shares and 16,000,000 Class D ordinary shares, and (ii) Newlinks Technology Limited (“Newlink”), a holding company incorporated in the Cayman Islands, and Newlink Envision, a wholly-owned subsidiary of NewLink, collectively owns an aggregate of approximately 19.3% of the Company’s issued and outstanding ordinary shares and approximately 67.1% of the Company’s total voting power. As a result, following the issuance of Class D Ordinary Shares, the Company qualifies as a “controlled company” as defined under the corporate governance rules of the Nasdaq Stock Market LLC (“Nasdaq”). For so long as the Company remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules.

The Company relied on home country practices for the Re-Designation and Reclassification and Authorization and Issuance of New Class of Shares. The foregoing description of the Re-Designation and Reclassification, together with the rights attached to the Class D Ordinary Shares, is qualified in its entirety by reference to the full text of the Notice of Ordinary Resolution issued by the Registrar of the Companies in the Cayman Islands on September 2, 2025 and the Certificate of Designation of Class D Ordinary Shares, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 hereto and incorporated by reference.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Notice of Ordinary Resolution issued by the Registrar of the Companies in the Cayman Islands on September 2, 2025
3.2		Certificate of Designation for Class D Ordinary Shares of NaaS Technology Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NaaS Technology Inc.
	By	:	/s/ Steven Sim
	Name	:	Steven Sim
	Title	:	Chief Financial Officer

Date: September 8, 2025

FAQ

What share structure changes did NaaS (NAAS) make in this 6-K?

NaaS restructured its authorized capital and added a new share class. It confirmed authorized capital of US$100 million divided into 10 billion shares and later created 16 million Class D ordinary shares, each with 500 votes, significantly affecting the company’s voting structure.

What are NaaS (NAAS) Class D ordinary shares and how many were issued?

Class D ordinary shares are a new super-voting share class. NaaS designated and issued 16,000,000 Class D ordinary shares, each with a par value of US$0.01 and 500 votes per share, all issued as fully paid to Newlink Envision Limited.

How did the new Class D shares affect NaaS (NAAS) voting control?

The new Class D shares concentrated voting power with Newlink entities. After issuance, Newlink Technology Limited and Newlink Envision together held about 19.3% of outstanding ordinary shares but controlled approximately 67.1% of NaaS’s total voting power.

What are the rights and limitations of NaaS (NAAS) Class D shares?

Class D shares carry high voting rights but cannot be converted. Each Class D ordinary share has 500 votes. Holders have no right to convert them into any other share class or into American Depositary Shares representing NaaS Class A ordinary shares.

Why is NaaS (NAAS) now considered a controlled company on Nasdaq?

NaaS qualifies as a controlled company due to concentrated voting power. Newlink Technology Limited and Newlink Envision collectively control about 67.1% of total voting power, allowing NaaS to qualify as a “controlled company” and potentially rely on certain Nasdaq governance exemptions.

What were NaaS (NAAS) total shares outstanding after the Class D issuance?

Total shares outstanding rose to 7,490,375,795 after the change. This included 6,166,828,023 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D ordinary shares, reflecting the updated multi-class capital structure.

Did NaaS (NAAS) use home country practices for these share changes?

Yes, NaaS relied on Cayman Islands home country practices. The company states it relied on home country practices for both the re-designation and reclassification of authorized shares and the authorization and issuance of the new Class D ordinary shares.