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NaaS Technology (NASDAQ: NAAS) outlines US$15M related-party data acquisition plan

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

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.

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Insights

NaaS outlines a US$15M, all-share related-party data acquisition that remains contingent and non-binding.

The company plans to acquire China Newlink Holding Limited for US$15,000,000, issuing new Class A shares equal to 5,000,000 ADSs at US$3.0 per ADS. The target is expected to hold a proprietary electric-vehicle and energy data corpus through a VIE structure, which could deepen NaaS’ data assets if completed.

Because the seller is controlled by the parent, Nasdaq rules treat this as a related-party transaction. The term sheet builds in governance safeguards: audit committee review, an independent valuation report and/or fairness opinion, and standard conditions such as no material adverse change and required approvals. These mechanisms are designed to address potential conflicts between the company and its controlling shareholder.

The deal is still at a preliminary stage, with the term sheet expressly non-binding except for items like exclusivity and confidentiality. An exclusivity period running until August 30, 2026 limits the seller from pursuing competing bids. Actual impact will depend on whether a definitive agreement is reached and how regulators and the audit committee assess fairness.

Proposed purchase price US$15,000,000 Aggregate consideration for 100% of China Newlink Holding Limited
Equity consideration 5,000,000 ADSs Newly issued, based on US$3.0 per ADS deemed price
Deemed ADS price US$3.0 per ADS Based on 30-day volume-weighted average Nasdaq trading price
Exclusivity end date August 30, 2026 Period during which seller and target cannot seek competing deals
ADS-to-share ratio 1:3,200 ADS to Class A ordinary share ratio used to determine issuance
non-binding term sheet financial
"NaaS Technology Inc. entered into a non-binding term sheet with Newlinks Technology Limited"
A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.
variable interest entities financial
"enter into VIE control agreements with variable interest entities and hold a proprietary electric-vehicle and energy data corpus"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
American Depositary Shares financial
"corresponding to 5,000,000 American Depositary Shares of the Company"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
fairness opinion financial
"supported by a third-party valuation report and/or fairness opinion from a qualified independent financial advisor"
A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.
forward-looking statements regulatory
"The information in this Form 6-K includes statements of a forward-looking nature"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

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 June 2026

 

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 ☒ Form 40-F ☐

 

 

 

 

 

 

Entry into Non-Binding Term Sheet

 

On June 29, 2026, NaaS Technology Inc. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with Newlinks Technology Limited (the “Parent”), the Company’s controlling shareholder, and its affiliates, Newlink Digital Energy Holding Limited (the “Seller”) and China Newlink Holding Limited (the “Target”), in relation to the proposed acquisition by the Company of 100% of the issued and outstanding shares of the Target from the Seller (the “Acquisition”). As conditions to the closing of the Acquisition, the Target will establish a subsidiary to enter into VIE control agreements with variable interest entities and hold a proprietary electric-vehicle and energy data corpus. As the Seller is indirectly controlled by the Parent, the Acquisition constitutes a related-party transaction under applicable Nasdaq rules.

 

The aggregate purchase price for the Acquisition is US$15,000,000, which will be satisfied entirely through the issuance to the Seller of newly issued Class A ordinary shares, par value US$0.000001 per share, of the Company corresponding to 5,000,000 American Depositary Shares of the Company (the “ADSs”) based on the current 1:3,200 ADS-to-Class A ordinary share ratio, subject to equitable adjustment in the event of any share split, reverse share split, share dividend, consolidation, recapitalization, change in ADS-to-ordinary-share ratio, or similar event occurring between the date of the Term Sheet and the closing of the Acquisition. The number of ADSs was calculated based on a deemed price of US$3.0 per ADS, with reference to the volume-weighted average price of the Company’s ADSs on Nasdaq for the 30 trading days preceding the date of the Term Sheet.

 

The consummation of the Acquisition is subject to the entry of the definitive agreement and the satisfaction or waiver of several conditions precedent, including, but not limited to: (i) the satisfactory completion of the Company’s business, financial, and legal due diligence; (ii) the review and approval of the Acquisition by the Audit Committee of the Company’s board of directors, based on a determination of fairness to the Company and its disinterested shareholders, supported by a third-party valuation report and/or fairness opinion from a qualified independent financial advisor; (iii) the absence of any material adverse change with respect to the Target group; and (iv) the receipt of all requisite governmental, regulatory, and third-party approvals.

 

The Seller and the Target has agreed to an exclusivity undertaking running from the date of the Term Sheet until August 30, 2026, or such longer period as the parties may agree in writing. During this period, they may not solicit, negotiate, or enter into any competing third-party acquisition, share non-public information for such a purpose, grant negotiation rights to others, or otherwise frustrate the proposed Acquisition, and the Seller must promptly notify the Purchaser of any competing approach.

 

The Term Sheet is non-binding, with the exception of certain provisions relating to due diligence, costs, exclusivity, confidentiality, governing law, termination and signing. The parties intend to negotiate and enter into definitive agreements to effectuate the Acquisition. There can be no assurance that the parties will enter into definitive agreements or that the proposed Acquisition will be consummated on the terms described, or at all.

 

Forward Looking Statements

 

The information in this Form 6-K includes statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. All information provided in this Form 6-K is as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NaaS’ goals and strategies; its future business development, financial conditions and results of operations; its ability to continuously develop new technology, services and products and keep up with changes in the industries in which it operates; growth of China’s EV charging industry and EV charging service industry and NaaS’ future business development; demand for and market acceptance of NaaS’ products and services; NaaS’ ability to protect and enforce its intellectual property rights; NaaS’ ability to attract and retain qualified executives and personnel; U.S.-China trade war and its effect on NaaS’ operation, fluctuations of the RMB exchange rate, and NaaS’ ability to obtain adequate financing for its planned capital expenditure requirements; NaaS’ relationships with end-users, customers, suppliers and other business partners; competition in the industry; relevant government policies and regulations related to the industry; and fluctuations in general economic and business conditions in China and globally. Further information regarding these and other risks is included in NaaS’ filings with the SEC.

 

1

 

 

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: June 29, 2026

 

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Source: View Original Filing on SEC EDGAR

FAQ

What transaction did NaaS Technology (NAAS) announce in its June 2026 Form 6-K?

NaaS Technology outlined a non-binding term sheet to acquire 100% of China Newlink Holding Limited from an affiliate of its controlling shareholder. The proposed deal would expand NaaS’ access to a proprietary electric-vehicle and energy data corpus, subject to multiple closing conditions.

What is the purchase price and consideration structure for NaaS Technology’s proposed acquisition?

The proposed purchase price is US$15,000,000, to be paid entirely in newly issued Class A ordinary shares. These correspond to 5,000,000 ADSs at a deemed price of US$3.0 per ADS, based on the 30-day volume-weighted average price.

What conditions must be satisfied before NaaS Technology’s proposed acquisition can close?

Closing requires a definitive agreement, satisfactory business, financial and legal due diligence, audit committee approval based on fairness to disinterested shareholders, absence of material adverse change at the target group, and receipt of all required governmental, regulatory and third-party approvals.